EX-10.28



 EXHIBIT 10.28 

 
  

 
 FERRO
CORPORATION 
 DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

 
  

 
 Amended and Restated 

As of January 1, 2005 







 FERRO CORPORATION 

DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

INTRODUCTION 
 This document (this “Plan”) is the FERRO CORPORATION DEFERRED COMPENSATION PLAN FOR
EXECUTIVE EMPLOYEES. This Plan was originally adopted and effective as of January 1, 1998, and was most recently amended and restated effective June 30, 2004. 

This Plan is now amended and restated generally effective January 1, 2005, for the purpose of complying with new Code
Section 409A. Code Section 409A permits deferred compensation which is earned and vested in taxable years beginning before January 1, 2005 to be exempt from Code Section 409A if the plan under which the deferral is made is not
materially modified after October 3, 2004. 
 Ferro elects and intends to exempt from Code Section 409A the deferred
compensation which was earned and vested under the Plan as of December 31, 2004. Consistent with this election, the Plan, as amended and restated effective January 1, 2005, is comprised of two parts: 

 

	 	•	 	 Part A, which contains the terms of the Plan as in effect on October 4, 2004 which govern deferred compensation which was earned and vested
under the Plan as of December 31, 2004 (the “Pre-2005 Plan”), and 


  

	 	•	 	 Part B, which contains the terms of the Plan which govern deferred compensation which was earned and vested after December 31, 2004 (the
“2005 Plan”). 









 TABLE OF CONTENTS 

 

							
	  	 	  	  	Page	 
	Part A:	 	 Pre-2005 Plan
	  	 	A-1	  
			
	Part B:	 	 2005 Plan
	  	 	B-1	  
		
	Execution Page	  	 	C-1	  








 FERRO CORPORATION 

DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

PART A: PRE-2005 PLAN 

OVERVIEW 

ESTABLISHMENT OF COMPONENT PLAN 

The terms of the Plan as it existed on October 4, 2004, and which have not been materially modified thereafter, constitute the
Pre-2005 Plan (the “Pre-2005 Plan”). 
 The Pre-2005 Plan is reproduced, as of January 1, 2005, in this Part A.
It consists of the Plan as it was amended and restated effective June 30, 2004. It has not been modified or amended after that date. 

EXEMPT FROM CODE SECTION 409A 

Deferred compensation which is earned and vested in taxable years beginning before January 1, 2005 is permitted to be exempt from
Code Section 409A if the plan under which the deferral is made is not materially modified after October 3, 2004. 

Ferro elects and intends to exempt from Code Section 409A the deferred compensation which was earned and vested under the Plan as of
December 31, 2004, pursuant to the terms of the Pre-2005 Plan. 
 GOVERNS ONLY PRE-2005
AMOUNTS 
 The Pre-2005 Plan governs only those amounts that were earned and vested under the Plan as of
December 31, 2004 (the “Pre-2005 Amounts”). 
 Amounts under the Plan are fully vested at all times and deemed to
be invested in Ferro Common Stock, or in Treasury instruments yielding a rate of interest equal to three hundred (300) basis points over the Ten-Year Constant Treasury Maturity Yield reported by the Federal Reserve Board, or a combination of
both, as elected by the Participant. A Participant’s Pre-2005 Amounts equal the Participant’s account balance as of December 31, 2004 (i.e., the amount of the payment available if the Participant exercised a right to distribution from
the Plan on December 31, 2004 plus any income attributable to that amount or to such income). Income includes increases after December 31, 2004 due to the interest earned on the portion invested in Treasury instruments, and the
appreciation and accrual of other earnings, such as dividends, on the underlying Ferro Stock. 
 TERMINOLOGY 

As used in the Pre-2005 Plan, the term “Plan” refers to the Pre-2005 Plan or to the Plan, as appropriate. 

  
 A-1









  

 
 FERRO
CORPORATION 
 DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

 
  

 
 Part A: Pre-2005 Plan

 As Amended and Restated 
 June 30, 2004 

  
 A-2









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

FERRO CORPORATION 
 DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

PRE-2005 PLAN 
 INTRODUCTION 
 This document (this “Plan”) is the
FERRO CORPORATION DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES. This Plan was originally adopted and
effective as of January 1, 1998. This Plan was later amended by the adoption of First, Second and Third Amendments. 
 This
Plan is now amended and restated effective June 30, 2004, as follows. 
 ARTICLE I 

NAME AND PURPOSE 
  

	1.1	Name. The name of this Plan is the “Ferro Corporation Deferred Compensation Plan for Executive Employees.” 


 

	1.2	Plan Sponsor. The sponsor of this Plan is Ferro Corporation (“Ferro”), an Ohio corporation. 


 

	1.3	Purpose. The purpose of this Plan is to provide unfunded deferred compensation to certain management and highly compensated employees of the Ferro Group
Companies under the conditions set forth in this Plan. 

  

	1.4	Plan for a Select Group. This Plan covers only employees of a Ferro Group Company who are members of a “select group of management or highly compensated
employees” as provided in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. Notwithstanding any provision of this Plan to the contrary, this Plan will be administered and its benefits limited in a manner to comply with the above
cited sections of ERISA. 

  

	1.5	Not a Funded Plan. Ferro intends that this Plan be deemed to be “unfunded” for tax purposes as well as for purposes of Title I of ERISA.
Notwithstanding any provision of this Plan to the contrary, this Plan will be administered in a manner so that it is deemed “unfunded.” 


  
 A-3









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

ARTICLE II 

DEFINITIONS AND INTERPRETATION 
  

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

  

	2.2	General Rules of Construction. For purposes of interpreting this Plan, 


 

	 	(A)	the masculine gender will include the feminine and neuter, and vice versa, as the context requires; 


 

	 	(B)	the singular number will include the plural, and vice versa, as the context requires; 


 

	 	(C)	the present tense of a verb will include the past and future tenses, and vice versa, as the context requires; and 


 

	 	(D)	as provided under Article VII, the Administrator will retain the power and duty to interpret this Plan and resolve ambiguities. 


ARTICLE III 
 PARTICIPATION; DEFERRALS AND ACCOUNTS 
  

	3.1	Eligibility. In order to be eligible to participate in this Plan, an individual must – 


 

	 	(A)	be an Executive Employee of a Ferro Group Company, and 

  

	 	(B)	be selected by the Administrator to participate in this Plan for all or part of an Election Year. 


 

	3.2	Participation. Generally, an Eligible Employee may become a Participant and actively participate for an Election Year only by completing and filing a Deferred
Compensation Agreement described in Section 3.3 below with his or her Ferro Group Company before January 1 of an Election Year. If, however, an employee first becomes an Eligible Employee after January 1 of an Election Year, then that
employee may become a Participant and actively participate for a portion of the Election Year beginning on the first day of the month coincident with or immediately after the date the Eligible Employee completes and files a Deferred Compensation
Agreement described in Section 3.3 below with his or her Ferro Group Company. 

  

	3.3	Deferral Elections. With respect to each Election Year, each Eligible Employee may elect, under his or her Deferred Compensation Agreement for such Election
Year, to make one or more of the deferrals described below. 

  

	 	(A)	Salary Deferral: Deferral of any whole percentage of up to 75% of his or her Base Annual Salary for the Election Year which is payable each payroll period
commencing on or after the Eligible Employee’s Entry Date. 


  
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 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	 	(B)	Bonus Deferral: Deferral of any whole percentage up to 100% of the Bonus which is earned on or after his or her Entry Date in the Election Year.


  

	 	(C)	Performance Share Award: Deferral of any whole percentage up to 100% of payments with respect to Performance Shares which are earned on or after the Eligible
Employee’s Entry Date in the Election Year. 

 A Participant’s election to defer will be effective only
for the Election Year(s) indicated in his or her Deferred Compensation Agreement. The amount of a Participant’s Base Annual Salary, Bonus and Performance Share Award will be determined in accordance with the information contained in the payroll
records of the Ferro Group Company. 
  

	3.4	Salary Reductions and Deferral Amounts. 

  

	 	(A)	A Participant’s election to defer pursuant to 3.3(A) above will cause an equivalent reduction in the Participant’s Base Annual Salary at the time the Base
Annual Salary would otherwise be payable. 

  

	 	(B)	A Participant’s election to defer pursuant to 3.3(B) above will cause an equivalent reduction in the Participant’s Bonus at the time the Bonus would otherwise
be payable. 

  

	 	(C)	A Participant’s election to defer in accordance with 3.3(C) above will cause an equivalent reduction in the payment in respect of the Participant’s
Performance Shares at the time the Performance Share Award would otherwise be payable. 

 An amount equal to the
reductions in a Participant’s Base Annual Salary, Bonus and Performance Share Award pursuant to 3.1(A), 3.1(B) and 3.1(C) above will constitute an Elective Amount and will be credited to the Participant’s Elective Account at the time of
the reductions. 
  

	3.5	Alteration of Deferrals. A Participant’s deferral election made pursuant to Section 3.3 will be irrevocable except that, if the Participant receives a
distribution on account of a Financial Hardship, then the Administrator may, at its option, discontinue the Participant’s deferral election for the remainder of the current Election Year, and preclude the Participant from making any deferrals
for all or part of the succeeding Election Year. 

  

	3.6	Establishment of Accounts. Each Ferro Group Company will establish an Account in the name of each Participant who is employed by it on the books and records of
the Ferro Group Company. All amounts credited to the Account of any Participant or former Participant will constitute a general, unsecured liability of such Ferro Group Company to the Participant. 


 

	3.7	Allocation of Elective Amounts. At the time a Participant’s Base Annual Salary, Bonus or Performance Share Award are reduced pursuant to Section 3.4,
the Ferro Group Company employing the Participant will credit the Participant’s Account with the Participant’s Elective Amount with respect to such Base Annual Salary, Bonus or Performance Share Award. 


  
 A-5









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	3.8	Pre-1999 Elective Amounts. The Ferro Group Company will maintain separate Accounts for the Elective Amounts deferred by the Participant before 1999 and after
1998, to enable the Participant to elect for the deemed investment of the Elective Amounts as provided under Section 5.4 below. 

  

	3.9	Crediting of Earnings. The Ferro Group Company will credit the Account of each Participant who is or was its employee with earnings, gains and losses in
accordance with the deemed investment of the Elective Amounts elected by the Participant under Section 5.4 below. 

 ARTICLE IV 
 BENEFITS; PAYMENT OF BENEFITS 

 

	4.1	Date of Distribution. Distribution of the amounts credited to the Participant’s Account will be made as soon as practicable after the earlier of:


  

	 	(A)	the date elected by the Participant in his or her Deferred Compensation Agreement, or 


 

	 	(B)	the Participant’s death, Disability, or Termination of Employment before the Participant’s Retirement Date. 


If the Participant has a Termination of Employment on or after the Participant’s Retirement Date, the amounts credited to the Account
will be distributed as soon as practicable after the date elected by the Participant in the Deferred Compensation Agreement. 
  

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


 

	4.3	Hardship Distribution. At any time before payment in full of the amounts credited to a Participant’s Account, a Participant may submit a written request to
the Administrator for the distribution of all or a portion of the Participant’s Account because of a Financial Hardship. In response, the Administrator has the authority to determine, in its sole discretion, that payments should be made in any
manner the Administrator deems appropriate, in whole or in part, on any other date or dates in order to alleviate a Financial Hardship of a Participant. 

  

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



  
 A-6









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	 	(A)	Treasury Instruments. Unless the Participant elects otherwise in the Deferred Compensation Agreement, the portion of the Participant’s Account deemed to be
invested in Treasury instruments will be distributed in the form of cash in a single lump sum payment or installment payments, or a combination of both, as determined by the Administrator. 


 

	 	(B)	Ferro Common Stock. The portion of the Participant’s Account deemed to be invested in Ferro Common Stock will be distributed in the form of Ferro Common
Stock in a single lump sum payment. 

  

	4.5	Valuation of Distributions. All distributions under this Plan will be based upon the amount credited to the Participant’s Account as of the Valuation Date
immediately preceding the date of distribution. 

  

	4.6	Death Prior to Distribution. If the Participant dies before receiving complete distribution of the Account under Section 4.1, 4.2 or 4.3 above, then the
Beneficiary of the deceased Participant will be entitled to a death benefit equal to the balance of the Participant’s Account. 

  

	 	(A)	Death Prior to Retirement Date. In the event the Participant has not incurred a Termination of Employment and dies prior to his or her Retirement Date, the Ferro
Group Company will distribute the balance of the Participant’s Account to the Beneficiary as soon as practicable after the Participant’s death in the form provided in Section 4.4. 


 

	 	(B)	Death After Retirement Date. In the event the Participant has incurred a Termination of Employment after reaching his or her Retirement Date (or the Participant
has reached his or her Retirement Date and has not incurred a Termination of Employment) and dies, the Ferro Group Company will distribute the balance of the Participant’s Account to the Beneficiary at the time and in the form elected in the
Deferred Compensation Agreement or, if no form is elected, in the form provided under Section 4.4. 

  

	4.7	Change in Date or Form of Distribution. The Administrator, with the consent of the Chief Executive Officer of Ferro, may establish procedures to permit some or
all Participants to request to change their prior Deferred Compensation Agreements regarding the date or form in which all or a portion of the Account will be distributed. Any procedures to change the elected date or form will require that the
Participant’s request be made a reasonable period of time before the portion of the Account affected by the request will otherwise be distributed, or require a forfeiture of a significant percentage of the portion of the Account affected by the
request. In the case of a request to change the distribution date to a date which is later than that elected in the Deferred Compensation Agreement, the procedures will require that the Participant make such a request at least one year prior to the
original distribution date unless special circumstances apply. The Administrator may, but is not required to, grant any such requests. The Administrator, with the consent of the Chief Executive Officer of Ferro, may establish similar procedures to
permit some or all Beneficiaries of deceased Participants to request, where distribution to the Beneficiary is deferred or to be made in installment payments, to accelerate all or a portion of the distribution in the form of an immediate lump sum
payment. 


  
 A-7









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	4.8	Administration of Distributions. Distributions under this Plan will be made as soon as administratively possible following receipt of notice by the Administrator
of an event that entitles a Participant or a Beneficiary to payments under this Plan and completion by the Participant or Beneficiary of any forms required by the Administrator. 


 

	4.9	Designation of Beneficiary. Subject to the rules and procedures promulgated by the Administrator, a Participant may sign a document designating a Beneficiary or
Beneficiaries. If a Participant fails to designate any Beneficiary in accordance with the provisions of this Section, then the Beneficiary will be deemed to be the Participant’s spouse, or if no spouse is then living, the Participant’s
estate. 

  

	4.10	Protective Distributions. If the Administrator determines, in its sole discretion, that a Participant is not, or may not be, a member of a “select group of
management or highly compensated employees” within the meaning of Section 201(2), 301(a)(3), 401(a)(1) or 4021(b)(6) of ERISA, then the Administrator may, in its sole discretion, terminate the Participant’s participation in this Plan,
and distribute all amounts credited to the Participant’s Account in a single lump sum payment. Any distribution under this Section 4.10 will be made at the time the Administrator determines in its sole discretion. 


 

	4.11	Tax Withholding. A Ferro Group Company may withhold, from any payment made by it under this Plan, the amount or amounts as may be required for purposes of
complying with the tax withholding or other provisions of the Code or the Social Security Act or any state or local income or employment tax act or for purposes of paying any estate, inheritance or other tax attributable to any amounts payable
hereunder. 

  

	4.12	Inability to Locate Participant. If a Ferro Group Company or the Administrator notifies a Participant or Beneficiary of an entitlement to an amount under this
Plan and the Participant or Beneficiary fails to claim the amount or to disclose the location of the Participant or Beneficiary within three years thereafter, then, except as otherwise required by law, if the location of one or more of the next
of kin of the Participant or Beneficiary is known to the Ferro Group Company or the Administrator, the Administrator may direct distribution of the amount to any one or more or all of the next of kin, and in such proportions as the Administrator, in
its sole discretion, determines. If the location of none of the foregoing persons can be determined, the Administrator will direct that the amount payable to the Participant or Beneficiary be forfeited. If, after the forfeiture, the Participant or
Beneficiary later claims the benefit under this Plan, then the benefit will be reinstated without interest or earnings from the date of forfeiture. If a benefit payable to a Participant or Beneficiary that cannot be located is subject to escheat
under state law, then no further benefit will be payable with respect to any Participant for whom payment was made by the Administrator according to the escheat provisions of state law. 


ARTICLE V 

RIGHTS OF PARTICIPANTS 
  

	5.1	 Creditor Status of Participants. The Elective Amounts of a Participant shall be merely unfunded, unsecured promises of the Ferro Group Company
(by which the Participant is employed) to make benefit payments in the future and shall be liabilities solely against the general assets of such Ferro Group Company. Except as provided




  
 A-8









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

	 	
in Section 5.6, Ferro and the other Ferro Group Companies shall not be required to segregate, set aside or escrow the Elective Amounts nor any earnings, gains and losses credited thereon.
With respect to amounts credited to any Account hereunder and any benefits payable hereunder, a Participant and Beneficiary will have the status of general unsecured creditors of the Ferro Group Company (by which the Participant is employed), and
may look only to that Ferro Group Company and its general assets for payment of the Account and benefits. 

  

	5.2	Rights with Respect to the Trust. Any trust, and any assets held thereby to assist Ferro or other Ferro Group Company in meeting its obligations under this Plan,
will in no way be deemed to controvert the provisions of Section 5.1 above. 

  

	5.3	Investments. In Ferro’s sole discretion, the Ferro Group Companies may acquire insurance policies, annuities or other financial vehicles for the purpose of
providing future assets of Ferro Group Companies to meet their anticipated liabilities under this Plan. Such policies, annuities or other investments, shall at all times be and remain unrestricted general property and assets of the Ferro Group
Companies or property of a trust established pursuant to Article VI of this Plan. Participants and Beneficiaries will have no rights, other than as general creditors, with respect to any such policies, annuities or other acquired assets.


  

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

  

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


 

	 	(1)	Ferro Stock. The Elective Amounts will be deemed to be invested in shares of Ferro Common Stock as of the date the Elective Amounts would have been paid to the
Participant if they were not deferred. The Account will be deemed to receive all dividends (whether in stock or cash) and stock splits which would be received if the Account was actually invested shares of Ferro Common Stock, and such dividends and
stock splits will be deemed to be reinvested in shares of Ferro Common Stock as of the date of their receipt. The investment in Ferro Common Stock will be deemed to be made at the closing sale price of Ferro Common Stock on the New York Stock
Exchange Composite Tape (as reported in The Wall Street Journal) on the trading day of the deemed investment. 

  

	 	(2)	Treasury Instruments. The Elective Amounts will be deemed to be invested in Treasury instruments yielding a rate of interest equal to three hundred
(300) basis points over the Ten-Year Constant Treasury Maturity Yield as reported by the Federal Reserve Board. 

  

	 	(B)	 Pre-1999 Account. Each Participant with an Account credited with Elective Amounts deferred before 1999 will be deemed to be invested in Treasury
instruments as described in Section 5.4(A)(2) above, except to the extent the Participant elected, in writing during the special election period provided in 



  
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 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

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

  

	 	(C)	Periodic Adjustment of Accounts. As of each Valuation Date, the Participant’s Account will be adjusted to reflect earnings and losses on the deemed
investments. To the extent the Account is deemed to be invested in Ferro stock, it will be credited as of each Valuation Date with hypothetical appreciation and depreciation and earnings, as computed and determined by the Administrator based on the
value of Ferro Common Stock and its dividends as provided in Section 5.4(A)(1) above. To the extent the Participant’s Account is deemed to be invested in Treasury instruments, it will be credited as of each Valuation Date with hypothetical
earnings, as computed and determined by the Administrator using a rate of interest equal to three hundred (300) basis points over the Ten-Year Constant Treasury Maturity Yield as provided in Section 5.4(A)(2) above. The Administrator will
provide each Participant annually with a statement showing the balance credited to the Participant’s Account as of the last day of the preceding Election Year. 


 

	5.5	Bookkeeping Account Only. A Participant’s Account is solely for the purpose of measuring the amounts to be paid under this Plan. The Ferro Group Companies
will not fund or secure, and will not be permitted to fund or secure, the Account in any way, and the Ferro Group Companies’ obligation to the Participants under this Plan is solely contractual. 


 

	5.6	Escrow Upon a Change in Control. Notwithstanding any provision of this Plan to the contrary, within five days after the occurrence of a Potential Change in
Control, the Ferro Group Companies will establish an irrevocable escrow account at a financial institution satisfactory to Ferro and the Participants (or, in the case of death, the Participants’ Beneficiaries), determined by a majority vote of
such Participants and Beneficiaries, to keep on deposit in the escrow account an amount at least equal to the total balances of the Accounts in the Plan determined as of the end of the calendar month immediately preceding the occurrence of a
Potential Change in Control, with such date being the Valuation Date for this purpose. The amount required to be kept on deposit in the escrow account by the Ferro Group Companies will be recalculated as of each Valuation Date. The escrow account
will remain subject to the claims of creditors of the Ferro Group Companies and will have the other characteristics required to preserve the unfunded status of this Plan as provided under Section 1.5. Subject to the later provisions of this
Section, the escrow amount will be kept on deposit at all times after the expiration of five days following the occurrence of a Potential Change in Control, or a Change in Control, whichever occurs earlier. 


If a Change in Control does not occur within twelve months after the occurrence of a Potential Change in Control, Ferro may request the
escrow agent to return to the Ferro Group Companies the amounts in escrow. Otherwise, amounts deposited in the escrow account will be paid out by the escrow agent only to: 

 

	 	(A)	the Participant or Beneficiary, in such amounts as the Participant or Beneficiary certify to the escrow agent as amounts that the Ferro Group Company is in default in
paying under the terms of this Plan or a related Deferred Compensation Agreement; or 


  
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 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

	 	(B)	the Ferro Group Companies, to the extent that the amount on deposit exceeds the total balances of the Accounts in the Plan determined as of the end of the calendar
month immediately preceding the occurrence of a Potential Change in Control, reduced by any payments made, and as specified in joint written instructions from the affected Participants and Beneficiaries and Ferro to the escrow agent or in a final
arbitral award. 

 Ferro will have the right to instruct the escrow agent to invest all or any portion of the
escrow account in time deposits or certificates of deposit with, or repurchase or other obligations of, any “bank” (as determined by Ferro), or obligations issued or guaranteed by the United States or any of its agencies or
instrumentalities, provided that no investment will be for a period of more than ninety (90) days. The escrow agent will have no liability for following the instructions of Ferro regarding any such investment, or for any loss in the value of
the escrow account as a consequence of any such investment or its liquidation. 
 The Ferro Group Companies may meet their
obligation to keep amounts on deposit in the escrow account through deposits of assets, one or more letters of credit deposited in escrow, any combination of the foregoing. The Ferro Group Companies will have the right to substitute one form of
permitted deposit in the escrow account for another form of permitted deposit at any time. 
 ARTICLE VI 

TRUST 
  

	6.1	Establishment of Trust. Notwithstanding any other provision or interpretation of this Plan, Ferro may establish a Trust in which to hold cash, insurance policies
or other assets that may be used to make, or reimburse Ferro or any other Ferro Group Company for, payments to the Participants or Beneficiaries of all or part of the benefits under this Plan. Any Trust assets shall at all times remain subject to
the claims of general creditors of Ferro or any other Ferro Group Company in the event of the insolvency of Ferro or such other Ferro Group Company as more fully described in the Trust. 


 

	6.2	Obligation of the Ferro Group Companies. Notwithstanding the fact that a Trust may be established under Section 6.1, the Ferro Group Companies shall remain
liable for paying the benefits under this Plan. However, any payment of benefits to a Participant or Beneficiary made by a Trust will satisfy the appropriate Ferro Group Company’s obligation to make payment to such person under this Plan.


  

	6.3	Trust Terms. A Trust established under Section 6.1 may contain any terms as Ferro may determine to be necessary or desirable. Ferro may terminate or amend a
Trust established under Section 6.1 at any time, and in any manner it deems necessary or desirable, subject to the terms of any agreement under which any Trust is established or maintained. 


  
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 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

ARTICLE VII 

ADMINISTRATION AND CLAIMS PROCEDURE 
  

	7.1	Administrator. The Administrator will be Ferro, acting by and through Ferro’s Corporate Human Resources Department, unless the Board of Directors, acting
itself or through an appropriate committee, designates otherwise. 

  

	7.2	General Rights, Powers, and Duties of Administrator. The Administrator will be the Plan administrator under ERISA. The Administrator will be responsible for the
general administration of this Plan and will have all powers as may be necessary to carry out the provisions of this Plan and may, from time to time, establish rules for the administration of this Plan and the transaction of this Plan’s
business. In addition to any powers, rights and duties set forth elsewhere in this Plan, it will have the following powers and duties: 

  

	 	(A)	To enact rules, regulations, and procedures and to prescribe the use of such forms as it deems advisable; 


 

	 	(B)	To appoint or employ agents, attorneys, actuaries, accountants, assistants or other persons (who may also be Participants in this Plan or be employed by or represent a
Ferro Group Company) at the expense of the Ferro Group Companies, as it deems necessary to keep its records or to assist it in taking any other action authorized or required under this Plan; 


 

	 	(C)	To interpret this Plan, and to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of, and the
amount of benefits, if any, payable to, any person in accordance with the provisions of this Plan and resolve all questions arising under this Plan; 

  

	 	(D)	To administer this Plan in accordance with its terms and any rules and regulations it establishes; 


 

	 	(E)	To maintain records concerning this Plan as it deems sufficient to prepare reports, returns and other information required by this Plan or by law; and


  

	 	(F)	To direct a Ferro Group Company to pay benefits under this Plan, and to give other directions and instructions as may be necessary for the proper administration of this
Plan. 

 Any decision, interpretation or other action made or taken by the Administrator arising out of or in
connection with this Plan, will be within the absolute discretion of the Administrator, and will be final, binding and conclusive on Ferro, all other Ferro Group Companies, and all Participants and Beneficiaries and their respective heirs,
executors, administrators, successors and assigns. The Administrator’s determinations under this Plan need not be uniform, and may be made selectively among Participants, whether or not they are similarly situated. 

 

	7.3	Information to Be Furnished to the Administrator. A Ferro Group Company will furnish the Administrator with such data and information as it may reasonably
require. The records of a Ferro Group Company will be determinative of each Participant’s period of employment, termination of employment, personal data, and data regarding Base Annual Salary, Bonus and Performance Share Award, and all
deferrals under this Plan. Participants and their Beneficiaries will furnish to the Administrator such evidence, data or information and execute such documents as the Administrator requests. 


  
 A-12









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	7.4	Claim for Benefits. A Participant or Beneficiary will make all claims for payment under his Plan in writing to the Administrator in the manner prescribed by the
Administrator. The Administrator will process each claim and determine entitlement to benefits within 90 days after the Administrator receives a completed application for benefits. If the Administrator needs an extension of time for processing, then
the Administrator will notify the claimant before the end of the initial 90-day period. The extension notice will indicate the special circumstances requiring an extension of time and the date as of which the Administrator expects to render the
final decision. In no event will such an extension exceed 90 days from the end of the initial period. 

  

	7.5	Denial of Benefit. If a claim is wholly or partially denied by the Administrator, then the Administrator will notify the claimant of the denial of the claim in a
writing delivered in person or mailed by first class mail to the claimant’s last known address. The notice of denial will contain: 

  

	 	(A)	the specific reason or reasons for denial of the claim; 

  

	 	(B)	a reference to the relevant Plan provisions upon which the denial is based; 


 

	 	(C)	a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why the material or information
is necessary; and 

  

	 	(D)	an explanation of this Plan’s claim review procedure. 

 If no notice is provided, the claim will be deemed denied. The interpretations, determinations and decisions of the Administrator will be final and binding upon all persons with respect to any right,
benefit and privilege hereunder, subject to the review procedures set forth in this Article. 
  

	7.6	Request for Review of a Denial of a Claim for Benefits. Any claimant or any authorized representative of the claimant whose claim for benefits under this Plan
has been denied or deemed denied, in whole or in part, may upon written notice to the Appeals Committee request a review by the Appeals Committee of the denial of the claim. The claimant will have 60 days from the date the claim is deemed denied or
60 days from receipt of the notice denying the claim, as the case may be, in which to request a review by written application delivered to the Appeals Committee, which must specify the relief requested and the reason such claimant believes the
denial should be reversed. 

  

	7.7	Appeals Procedure. The Appeals Committee will review the facts and relevant documents including this Plan, and interpret the facts and relevant documents
including this Plan to render a decision on the claim. The review may be of written briefs submitted by the claimant, or at a hearing, or by both, as deemed necessary or appropriate by the Appeals Committee. Any hearing will be held in the main
office of Ferro, or such other location as the Appeals Committee may select, on the date and at the time as the Appeals Committee designates by giving at least 15-days’ notice to the claimant, unless the claimant accepts shorter notice. The
notice will specify that the claimant must indicate in writing, at least five days in advance of the 


  
 A-13









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

	 	
hearing, the claimant’s intention to appear at the appointed time and place, or the hearing will be automatically cancelled. The reply will specify any other persons who will accompany the
claimant to the hearing, or such other persons will not be admitted to the hearing. The Appeals Committee will make every effort to schedule the hearing on a day and at a time that is convenient to both the claimant and the Appeals Committee. The
claimant, or his duly authorized representative, may review all pertinent documents relating to the claim in preparation for the hearing and may submit issues and comments in writing before or during the hearing. 


 

	7.8	Decision Upon Review of Denial of Claim for Benefits. In making its decision, the Appeals Committee will have full power and discretion to interpret this Plan,
to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, and to determine the right to benefits of, and the amount of benefits, if any, payable to, any person in accordance with the provisions of this Plan. The
Appeals Committee will render a decision on the claim reviewed no more than 60 days after the receipt of the claimant’s request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time, in which
case the 60-day period may be extended up to 120 days. The Appeals Committee will provide written notice of its decision to the claimant within the time frame specified. The notice will include the specific reasons for the decision and contain
specific references to the relevant Plan provisions upon which the decision is based. If notice of the decision is not provided within the time frame specified, the claim will be deemed denied on review. The decision of the Appeals Committee will be
final and binding in all respects on the Administrator, the Ferro Group Company and claimant involved. 

  

	7.9	Establishment of Appeals Committee. The Chief Executive Officer of Ferro will appoint three or more persons to serve as members of the Appeals Committee. The
Chief Executive Officer may appoint one Appeals Committee to hear all appeals of denied benefits that arise under this Plan, or may appoint a new Appeals Committee each time an Appeals Committee is needed to hear an appeal of denied benefits that
arises under this Plan. The members of the Appeals Committee will remain in office at the will of the Chief Executive Officer, and the Chief Executive Officer may remove any of the members with or without cause. A member of the Appeals Committee may
resign upon written notice to the remaining member or members of the Appeals Committee and to the Chief Executive Officer, respectively. The fact that a person is a Participant or a former Participant or a prospective Participant will not disqualify
that person from acting as a member of the Appeals Committee. No member of the Appeals Committee will be disqualified from acting on any question because of the member’s interest in the question, except that no member of the Appeals Committee
may act on any claim which the member has brought as a Participant, former Participant, or Beneficiary under this Plan. In case of the death, resignation or removal of any member of the Appeals Committee, the remaining members will act until a
successor-member is appointed by the Chief Executive Officer. At the Administrator’s request, the Chief Executive Officer will notify the Administrator in writing of the names of the members of the Appeals Committee, of any and all changes in
the membership of the Appeals Committee, of the member designated as Chairman, and the member designated as Secretary, and of any changes in either office. Until notified of a change, the Administrator will be protected in assuming that there has
been no change in the membership of the Appeals Committee or the designation of Chairman or of Secretary since the last notification was filed with it. The Administrator will be under no obligation at any time to inquire into the membership of the
Appeals Committee or its officers. All communications to the Appeals Committee will be addressed to its Secretary at the address of the Company. 


  
 A-14









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	7.10	Operation of the Appeals Committee. On all matters and questions, the decision of a majority of the members of the Appeals Committee will govern and control. A
meeting need not be called or held to make any decision. The Appeals Committee will appoint one of its members to act as its Chairman and another member to act as Secretary. The terms of office of these members will be determined by the Appeals
Committee, and the Secretary and/or Chairman may be removed by the other members of the Appeals Committee for any reason which such other members may deem just and proper. The Secretary will do all things directed by the Appeals Committee. Although
the Appeals Committee will act by decision of a majority of its members as provided above, in the absence of written notice to the contrary, every person may deal with the Secretary and consider the Secretary’s acts as having been authorized by
the Appeals Committee. Any notice served or demand made on the Secretary will be deemed to have been served or made upon the Appeals Committee. 

  

	7.11	Limitation of Duties. Ferro, the other Ferro Group Companies, the Administrator, the Appeals Committee, and their respective officers, members, employees and
agents will have no duty or responsibility under this Plan other than the duties and responsibilities expressly assigned or delegated to them pursuant to this Plan. None of them will have any duty or responsibility with respect to those duties or
responsibilities assigned or delegated to another. 

  

	7.12	Agents. The Administrator and the Appeals Committee may hire any attorneys, accountants, actuaries, agents, clerks, and secretaries as it may deem desirable in
the performance of its duties, any of whom may also be advisors to any Ferro Group Company or any subsidiary or affiliated company. 

  

	7.13	Expenses of Administration. No fee or compensation will be paid to the Administrator or any member of the Appeals Committee for their performance of services as
such. Ferro will bear all other expenses incurred in the administration of this Plan except to the extent Ferro determines that the expenses are allocable to, and should be paid by, one or more of the Ferro Group Companies. 


 

	7.14	Indemnification. In addition to whatever rights of indemnification any member or employee of the Administrator, the Appeals Committee, Ferro or other Ferro Group
Company under this Plan may be entitled to under the articles of incorporation, regulations or bylaws of the Ferro Group Companies, under any provision of law or under any other agreement, the Ferro Group Companies will satisfy any liability
actually incurred by any member or employee including reasonable expenses and attorneys’ fees, and any judgments, fines, and amounts paid in settlement, in connection with any threatened, pending or completed action, suit or proceeding which is
related to the exercise or failure to exercise by any member or employee any powers, authority, responsibilities or discretion provided under this Plan or reasonably believed by a member or employee to be provided under this Plan, and any action
taken by a member or employee in connection with such exercise or failure to exercise. This indemnification for all such acts taken or omitted is intentionally broad, but will not provide indemnification for embezzlement or diversion of Plan funds
for the benefit of any member or employee. This indemnification will not be provided for any claim by a Ferro Group Company or a subsidiary or affiliated company thereof against any member or employee. No indemnification will be provided to any
person who is not an individual. 


  
 A-15









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	7.15	Limitation of Administrative Liability. Neither Ferro, any Ferro Group Company, the Administrator, the Appeals Committee, nor any of their members or employees
will be liable for any act taken by such person or entity pursuant to any provision of this Plan except for gross abuse of the discretion given them under this Plan. No member of the Administrator or Appeals Committee will be liable for the act of
any other member. No member of the Board of Directors will be liable to any person for any action taken or omitted in connection with the administration of this Plan. 


 

	7.16	Limitation of Sponsor Liability. Any right or authority exercisable by Ferro or Board of Directors pursuant to any provision of this Plan will be exercised in
Ferro’s capacity as sponsor of this Plan, or on behalf of Ferro in such capacity, and not in a fiduciary capacity, and may be exercised without the approval or consent of any person in a fiduciary capacity. Neither Ferro, nor the Board of
Directors, nor any of their respective officers, members, employees, agents and delegates, will have any liability to any party for its exercise of any such right or authority. 


ARTICLE VIII 
 AMENDMENT AND TERMINATION 
  

	8.1	Amendment, Modification and Termination. Subject to Section 8.4 below, this Plan may be amended, modified or terminated by Ferro at any time, or from time
to time, by action of an appropriate Ferro officer authorized or ratified by the Board of Directors. No amendment, modification or termination will be effective if it: 


 

	 	(A)	causes this Plan to be for a purpose other than the exclusive benefit of the Participants, or 


 

	 	(B)	reduces the amounts credited to any Participant’s Account or adversely affects the right of any Participant or Beneficiary to receive payment of the Account as
provided under this Plan, determined as of the date of the amendment. 

 The prior provisions notwithstanding,
this Plan may be amended to: 
  

	 	(1)	reduce or eliminate the ability for Participants to defer future Elective Amounts under this Plan; 


 

	 	(2)	reduce or eliminate the future deemed interest or earnings credited to the amounts held in a Participant’s Account; 


 

	 	(3)	comply with any law; or 

  

	 	(4)	preserve the intended deferral of taxation for the benefit of all Participants Accounts. 


 

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


  
 A-16









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	 	(A)	in a single lump sum cash payment with respect to the portion of the Account deemed to be invested in Treasury instruments, and 


 

	 	(B)	in a single lump sum distribution of shares of Ferro Common Stock with respect to the portion of the Account deemed to be invested in Ferro Common Stock.


 If this Plan is terminated, then the amounts credited to the Participant’s Accounts will be determined as
of the Valuation Date on or immediately preceding the date of Plan termination. 
  

	8.3	Actions Binding on Ferro Group Companies. Any amendments made to this Plan will be binding on all the Ferro Group Companies without the approval or consent of
the Ferro Group Companies other than Ferro. Ferro may, by amendment, also terminate this Plan on behalf of all or any one of the other Ferro Group Companies in its sole discretion. 


 

	8.4	Termination or Amendment After Change in Control. If a Change in Control occurs, then, for a period of two (2) calendar years following such Change in
Control, Ferro may not amend or terminate this Plan without the prior written consent of all Participants. 


ARTICLE IX 

FERRO GROUP COMPANIES 
  

	9.1	List of Ferro Group Companies. The Ferro Group Companies as of the Amendment and Restatement Date are Ferro and the subsidiaries and affiliates of Ferro listed
on Appendix B to this Plan. Ferro may from time to time add or remove Ferro subsidiaries and affiliates from the list of Ferro Group Companies by written action of its Chief Executive Officer. The addition or deletion will not require a formal
amendment to this Plan. 

  

	9.2	Delegation of Authority. Ferro is fully empowered to act on behalf of itself and the other Ferro Group Companies as it may deem appropriate in maintaining this
Plan and any Trust. The adoption by Ferro of any amendment to this Plan or any Trust, or the termination of this Plan or any Trust, will constitute and represent, without any further action on the part of any Ferro Group Company, the approval,
adoption, ratification or confirmation by each Ferro Group Company of any amendment or termination. In addition, the appointment of or removal by Ferro of any Administrator, any trustee or other person under this Plan or any Trust will constitute
and represent, without any further action on the part of any Ferro Group Company, the appointment or removal by each Ferro Group Company of such person. 


  
 A-17









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

ARTICLE X 

MISCELLANEOUS 
  

	10.1	No Implied Rights. Neither the establishment of this Plan nor any amendment of this Plan will be construed as giving any Participant, Beneficiary or any other
person any legal or equitable right unless the right is specifically provided for in this Plan or conferred by specific action of Ferro in accordance with the terms and provisions of this Plan. Except as expressly provided in this Plan, neither
Ferro nor any other Ferro Group Company will be required or be liable to make any payment under this Plan. 

  

	10.2	No Right to Ferro Group Company Assets. Neither the Participant nor any other person will acquire by reason of this Plan any right in or title to any assets,
funds or property of a Ferro Group Company whatsoever including, without limitation, any specific funds, assets or other property which a Ferro Group Company, in its sole discretion, may set aside in anticipation of a liability hereunder. Any
benefits which become payable under this Plan will be paid from the general assets of the appropriate Ferro Group Company. No assets of the Ferro Group Companies will be held in any way as collateral security for the fulfilling of the obligations of
the Ferro Group Companies under this Plan. No assets of the Ferro Group Companies will be pledged or otherwise restricted in order to meet the obligations of this Plan. The Participant will have only a contractual right to the amounts, if any,
payable hereunder unsecured by any asset of a Ferro Group Company. Nothing contained in this Plan constitutes a guarantee by a Ferro Group Company that the assets of a Ferro Group Company will be sufficient to pay any benefit to any person.


  

	10.3	No Employment Rights Created. This Plan will not be deemed to constitute a contract of employment between any of the Ferro Group Companies and any Participant,
or to confer upon any Participant or employee the right to be retained in the service of any Ferro Group Company for any period of time, nor shall any provision of this Plan restrict the right of any Ferro Group Company to discharge or otherwise
deal with any Participant or other employees, with or without cause. Nothing in this Plan will be construed as fixing or regulating the Base Annual Salary, Bonus or Performance Share Award payable to any Participant or other employee of a Ferro
Group Company. 

  

	10.4	Offset. If at the time payment is to be made under this Plan the Participant or the Beneficiary or both are indebted or obligated to a Ferro Group Company, then
the payment to be made to the Participant or the Beneficiary or both may, at the discretion of the Administrator at the request of the Ferro Group Company, be reduced by the amount of the indebtedness or obligation, provided, however, that an
election by the Ferro Group Company not to request a reduction will not constitute a waiver of the Ferro Group Company’s claim for such indebtedness or obligation. 


 

	10.5	No Assignment. Neither the Participant nor any other person will have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey, in advance of actual receipt of the amount, if any, payable under this Plan, or any part of the amount payable from this Plan, and any attempt to do so will be void. All benefits or amounts
credited to Accounts under this Plan are expressly declared to be unassignable and non-transferable. No part of the benefits or amounts credited to Accounts under this Plan will be, before actual payment, subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.



  
 A-18









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	10.6	Notice. Any notice required or permitted to be given under this Plan will be sufficient if in writing and hand delivered, or sent by registered or certified mail
or by overnight delivery service, and: 

  

	 	(A)	if given to a Ferro Group Company, delivered to the principal office of Ferro, directed to the attention of the General Counsel; or 


 

	 	(B)	if given to a Participant or Beneficiary, delivered to the last post office address as shown on the Ferro Group Company’s or the Administrator’s records.


 Notice will be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark or the receipt for registration or certification. 
  

	10.7	Governing Laws. This Plan will be construed and administered according to the internal substantive laws of the State of Ohio to the extent not preempted by the
laws of the United States of America. 

  

	10.8	Incapacity. If the Administrator determines that any Participant or Beneficiary entitled to payment under this Plan is a minor, a person declared incompetent or
a person incapable of handling his or her property, the Administrator may direct any payment to the guardian, legal representative or person having the care and custody of the minor, incompetent or incapable person. The Administrator may require
proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate before making any payment. The Administrator will have no obligation thereafter to monitor or follow the application of amounts so paid. Payments made pursuant
to this Section will completely discharge this Plan, any Trust, the Administrator, and the Ferro Group Companies with respect to the payments. 

  

	10.9	Court Ordered Distributions. The Administrator is authorized to make any payments directed by court order in any action in which this Plan or the Administrator
is named as a party. In addition, if a court determines that a spouse or former spouse or dependent or former dependent of a Participant has an interest in the Participant’s Account under this Plan in connection with a property settlement or
otherwise, the Administrator, in its sole discretion, will have the right, notwithstanding any election made by a Participant, to immediately distribute the spouse’s or former spouse’s or dependent’s or former dependent’s
interest in the Participant’s Account under this Plan to that spouse or former spouse or dependent or former dependent. 

  

	10.10 	Administrative Forms. All applications, elections and designations in connection with this Plan made by a Participant or Beneficiary will become effective only
when duly executed on forms provided by the Administrator and filed with the Administrator. 

  

	10.11 	Independence of Plan. Except as otherwise expressly provided, this Plan will be independent of, and in addition to, any other employee benefit agreement or plan
or any rights that may exist from time to time under any other agreement or plan. 

  

	10.12 	Responsibility for Legal Effect. Neither Ferro, any other Ferro Group Company, the Administrator, nor any officer, member, delegate or agent of any of them,
makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of this Plan. 


  
 A-19









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
  

 

	10.13	 Successors. The terms and conditions of this Plan will inure to the benefit of and bind Ferro, the Ferro Group Companies, the Administrator and its
members, the Participants, their Beneficiaries, and the successors, assigns, and personal representatives of any of them. 

  

	10.14	 Headings and Titles. The Section headings and titles of Articles used in this Plan are for convenience of reference only and are not to be considered in
construing this Plan. 

  

	10.15 	Appendices. The Appendices to this Plan constitute an integral part of this Plan and are hereby incorporated into this Plan by this reference.


  

	10.16	 Severability. If any provision or term of this Plan, or any agreement or instrument required by the Administrator, is determined by a judicial,
quasi-judicial or administrative body to be void or not enforceable for any reason, all other provisions or terms of this Plan or the agreement or instrument will remain in full force and effect and will be enforceable as if the void or
nonenforceable provision or term had never been a part of this Plan, or the agreement or instrument. 

  

	10.17	 Actions by Ferro. Except as otherwise provided in this Plan, all actions of Ferro under this Plan will be taken by the Board of Directors, and be evidenced
in a writing executed by an appropriate officer duly authorized. 

  

	10.18	 Spousal Consent and Release. If, in the opinion of Ferro, any present, former or future spouse of an employee entitled to benefits from this Plan shall by
reason of law appear to have any interest in the Plan benefits that may be or become payable hereunder to such employee, Ferro may as a condition precedent to the making of a benefit payment hereunder, require such written consent or release as in
its discretion it shall determine to be necessary, desirable or appropriate either to prevent or avoid any conflict or multiplicity of claims, or to protect the rights of any such present, former or future spouse with respect to the payment of any
benefits under this Plan. 

  

	10.19	 Overpayments and Repayments. In the event that Ferro determines that the benefits actually paid under this Plan exceed the benefits that were properly
payable to a Participant or Beneficiary pursuant to this Plan, Ferro may exercise any legal remedies available. 

  

	10.20	 References to Sections of Law. References herein to the Code are to the Internal Revenue Code of 1986, as heretofore and hereafter amended, and to similar
provision of subsequent federal law. References herein to ERISA are to the Employee Retirement Income Security Act of 1974, as heretofore and hereafter amended, and to similar provisions of subsequent law. 


  
 A-20









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  
 DEFINITIONS 
 For purposes of this Plan, the following terms
have the meanings set forth below where used in this Plan and identified with initial capital letters: 
  

			
	Term	  	Meaning
		
	Account or Elective Account        	  	For each Participant the bookkeeping account maintained by the Ferro Group Company to reflect the Participant’s Elective Amounts for an Election Year and all earnings, gains
and losses thereon. A Participant’s Account shall not constitute or be treated as a trust fund of any kind.
		
	Administrator	  	As defined in Section 7.1 of this Plan.
		
	 Amendment and
 Restatement
Date
	  	June 30, 2004.
		
	Base Annual Salary	  	For any Participant the gross base salary payable during an Election Year by a Ferro Group Company, unreduced by any amounts deferred under the Ferro Corporation Savings and Stock
Ownership Plan, this Plan, or any other plan maintained by the Ferro Group Company. “Base Annual Salary” does not include bonuses, commissions, incentive compensation, any extraordinary compensation of a recurring or nonrecurring nature,
compensation paid in a form other than cash, or contributions, accruals, or benefits under the Ferro Corporation Savings and Stock Ownership Plan, this Plan, or any other plan maintained by the Ferro Group Company (other than amounts elected to be
deferred by the Participant).
		
	Beneficial Owner	  	“Beneficial owner” within the meaning of Rule 13d-3 under the Exchange Act.
		
	Beneficiary	  	As defined in 4.9 of this Plan.
		
	Board of Directors	  	Ferro’s Board of Directors.
		
	Bonus	  	The gross monies awarded and payable to a Participant during an Election Year under the Ferro Annual Incentive Compensation Plan, as it may be amended from time to time, unreduced
by any amounts deferred under the Ferro SSOP, this Plan, or any other plan maintained by the Ferro Group Company.


  
 A-21









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  

			
	Term	  	Meaning
	  

Change in Control                    

	  	  
 A change in the control of Ferro that is required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act. For purposes of this definition, a Change in Control will be deemed to have occurred if and when:

		
		  	 (a)    any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is
or becomes the beneficial owner, directly or indirectly, of securities of Ferro representing twenty-five percent (25%) or more of the combined voting power of Ferro’s outstanding voting securities; or

		
		  	 (b)    during any period of two consecutive years, the individuals set forth below in sub-paragraph (1) and
(2) cease for any reason to constitute at least a majority of the Board of Directors:

		
		  	 (1)    the individuals who at the beginning of such period constituted the Board of Directors,
and

		
		  	 (2)    any new director (other than a director designated by a person who has entered into an agreement or
arrangement with Ferro to effect a transaction described in clause (a) or (c) of this definition) whose appointment, election, or nomination for election by Ferro’s shareholders, was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the period or whose appointment, election or nomination for election was previously so approved; or

		
		  	 (c)    a merger or consolidation of Ferro or one of its subsidiaries is consummated with or into any other
corporation, other than a merger or consolidation which would result in the holders of the voting securities of Ferro outstanding immediately prior thereto holding securities which represent immediately after such merger or consolidation more than
50% of the combined voting power of the voting securities of either Ferro or the other entity which survives such merger or consolidation or the parent of the entity which survives such merger or consolidation; or



  
 A-22









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  

			
	Term	  	Meaning
		  	(d) a sale or disposition by Ferro of all or substantially all Ferro’s assets is consummated.
		
	Code	  	The Internal Revenue Code of 1986, as amended, and any lawful regulations or other pronouncements promulgated under that Code.
		
	
Deferred Compensation                    

 Agreement
	  	An agreement executed between a Participant and the Ferro Group Company whereby a Participant agrees to defer a portion of the Participant’s Base Annual Salary, Bonus or
Performance Share Award as provided under this Plan, and the Ferro Group Company agrees to make benefit payments in accordance with the provisions of this Plan.
		
	Dependent	  	Any of the following persons who receives over half of their financial support from the Participant: a spouse, a son or daughter (or the descendent of either); a stepson or
stepdaughter; a brother, sister, stepbrother or stepsister; a father or mother (or ancestor of either); a stepfather or stepmother; a nephew or niece; an uncle or aunt; a son-in-law, daughter-in-law, father-in-law, mother-in-law, brother-in-law or
sister-in-law; or any other person whose principal place of residence is the Participant’s home and who is a member of the household.
		
	Disability	  	Any disability that qualifies a Participant for payment of benefits under a Ferro Group Company long-term disability plan. The determination of whether a Participant suffers a
Disability will be made by the Ferro Group Company long-term disability plan.
		
	Election Year	  	A calendar year in respect of which a Participant makes an election under this Plan.
		
	Elective Amount	  	An amount equal to the amount by which a Participant’s Base Annual Salary, Bonus or Performance Share Award are reduced pursuant to Section 3.4 of this Plan in respect of a
given Election Year.
		
	Eligible Employee	  	An Executive Employee of a Ferro Group Company who has satisfied the eligibility requirement of Section 3.1 of this Plan.


  
 A-23









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  

			
	Term	  	Meaning
		
	Entry Date	  	With respect to a given Election Year, January 1 of such Election Year or, with respect to an employee who first becomes an Eligible Employee after January 1 of that
Election Year, the first day of the month on or after the date the Eligible Employee completes a Deferred Compensation Agreement pursuant to Section 3.2 of this Plan.
		
	ERISA	  	The Employee Retirement Income Security Act of 1974, as amended, and any lawful regulations or pronouncements issued under that Act.
		
	Exchange Act	  	The Securities Exchange Act of 1934, as amended, and any lawful regulations or pronouncements issued under that Act.
		
	Executive Employee	  	A management employee of a Ferro Group Company who is in Grade 22 or higher in the Executive Payroll Group and who is eligible to participate in the Ferro Annual Incentive
Compensation Plan.
		
	Ferro	  	As defined in Section 1.2 of this Plan. Such term also includes any successor corporation or business organization that subsequently assumes Ferro’s duties and obligations
under this Plan.
		
	Ferro Common Stock	  	The Common Stock of Ferro, par value $1.00, per share.
		
	Ferro Group Companies                    	  	As defined in Section 9.1 of this Plan.
		
	Ferro SSOP	  	Ferro’s Savings and Stock Ownership Plan.
		
	Financial Hardship	  	A severe financial hardship and unexpected need for cash resulting from:
		
		  	 (a)    a sudden and unexpected illness or accident of the Participant or a Dependent of the
Participant,

		
		  	 (b)    loss of the Participant’s property due to casualty, or

		
		  	 (c)    such other similar extraordinary and unforeseeable circumstances or emergencies arising as a result of
events beyond the control of the Participant, as determined in the sole discretion of the Administrator.



  
 A-24









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  

			
	Term	  	Meaning
		
	 Long-Term Incentive

Compensation Plan
	  	Ferro’s 2003 Long-Term Incentive Compensation Plan, as the same may be amended from time to time.
		
	Participant	  	An Executive Employee of a Ferro Group Company who is designated to be an Eligible Employee pursuant to Section 3.2 of this Plan, who enters into a Deferred Compensation Agreement,
and who has commenced Base Annual Salary, Bonus or Performance Share Award reductions pursuant to that Deferred Compensation Agreement. A Participant will cease to be a Participant, and shall become a former Participant, upon the earliest of the
following:
		
		  	 (a)    Termination of Employment,

		
		  	 (b)    the date the employee ceases to be an Eligible Employee, or

		
		  	 (c)    the date the employee’s participation in this Plan is terminated by the Administrator pursuant to
Section 4.10 of this Plan or otherwise.

		
	Performance Share Award                    	  	The gross monies awarded and payable to a Participant during an Election Year in respect of Performance Shares awarded under the Long-Term Incentive Compensation Plan or the prior
Performance Share Plan, unreduced by any amounts deferred under the Ferro SSOP, this Plan, or any other plan maintained by the Ferro Group Company.
		
	Performance Share Plan	  	Ferro’s 1997 Performance Share Plan, as amended.
		
	Person	  	 A “person” as defined under Section 3(a)(9) of the Exchange Act as modified and used in Sections 13(d) and 14(d) of the
Exchange Act, excluding:
  

(a)    Ferro or any of its subsidiaries;

		
		  	 (b)    a trustee or other fiduciary holding securities under an employee benefit plan of the Company (or of
any of its affiliates as defined under Rule 12b-2 under Section 12 of the Exchange Act);

		
		  	 (c)    an underwriter temporarily holding securities pursuant to an offering of such securities;
or



  
 A-25









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  

			
	Term	  	Meaning
		  	 (d)     a corporation owned, directly or indirectly, by the shareholders of Ferro in substantially the
same proportion as their ownership of the stock of Ferro.

		
	this Plan	  	 As defined in the Introduction to this Plan.

 

	Potential Change in Control                	  	 The occurrence of any of the following events:

(a)     Ferro enters into an agreement which, if consummated, would result in a Change
in Control;
  

(b)     Ferro or any Person publicly announces an intention to take, or to consider
taking, actions which, if consummated, would constitute a Change in Control;
  
 (c)     any Person becomes the Beneficial Owner, directly or indirectly, of securities of Ferro representing 20% or more of the then outstanding shares of Ferro Common Stock or
the  combined voting power of Ferro’s then outstanding securities;
  
 (d)     any Person commences a solicitation (as defined under Rule 14a-1 of the Exchange Act) of proxies or consents which has the purpose of effecting or would, if successful,
result in a Change in Control;
  

(e)     a tender or exchange offer for voting securities of Ferro, made by a Person, is
first published or sent or given (within the meaning of Rule 14d-2(a) of the Exchange Act); or
  

(f)      the Board of Directors adopts a resolution that a Potential Change in
Control has occurred.

		
	Retirement Date	  	The date a Participant first becomes eligible for an early retirement benefit or a normal retirement benefit as defined under the Ferro Corporation Retirement Plan. Alternatively,
in the case of a Participant who is not covered under the Ferro Corporation Retirement Plan, “Retirement Date” means the date a Participant would first become eligible for an early retirement benefit or a normal retirement benefit if the
Participant were covered under the Ferro Corporation Retirement Plan.


  
 A-26









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  

			
	Term	  	Meaning
	Termination of Employment                	  	A Participant’s cessation of service with Ferro and the other Ferro Group Companies, including subsidiaries and affiliates of the foregoing, for any reason whatsoever, whether
voluntarily or involuntarily, including by reason of retirement, death, or Disability.
		
	Trust	  	The trust, if any, established pursuant to Section 7.1 of this Plan.
		
	Valuation Date	  	The last day of each quarter in the Election Year and any other date or dates Ferro, in its sole discretion, designates from time to time.

  

  
 A-27









 Part A - Pre-2005 Plan 

As Amended and Restated June 30, 2004 
 Appendix A 
  
 FERRO GROUP COMPANIES 
 The following are the
Ferro Group Companies: 
 Ferro Corporation 
 FEM Inc. 
 Ferro Glass & Color Corporation 

Ferro International Services, Inc. 
 Ferro Pfanstiehl Laboratories, Inc. 

  
 A-28









 FERRO CORPORATION 

DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

PART B: 2005 PLAN 
 OVERVIEW 
 ESTABLISHMENT OF 2005
PLAN 
 The provisions of the 2005 Plan are set forth in this Part B (the “2005 Plan”), which is
adopted and made a part of the Plan generally effective January 1, 2005. 
 GOVERNS BENEFITS
SUBJECT TO CODE SECTION 409A 
 The 2005 Plan governs all amounts
under the Plan which are not pre-2005 benefits (the “409A Benefits”). Generally, this means that the 2005 Plan governs amounts earned and/or vested as of December 31, 2004, plus any earnings with respect to such amounts. 

The 409A Benefits are subject to the requirements of Code Section 409A, and Ferro intends for the 2005 Plan to comply with Code
Section 409A. The 2005 Plan shall be interpreted and administered so as to comply with Code Section 409A. 

TERMINOLOGY 
 As used in the 2005 Plan, the term “Plan” refers to the 2005 Plan or to the Plan, as appropriate. 

  
 B-1









  

 
 FERRO
CORPORATION 
 DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

 
  

 
 Part B: 2005 Plan

 Effective January 1, 2005 

  
 B-2









 Part B - 2005 Plan 

Effective January 1, 2005 
  

FERRO CORPORATION 
 DEFERRED COMPENSATION PLAN 

FOR EXECUTIVE EMPLOYEES 

2005 PLAN 
 INTRODUCTION 
 This 2005 Plan is the portion of the
FERRO CORPORATION DEFERRED COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES which governs 409A Benefits. The purpose for the
adoption of this 2005 Plan is to comply with the requirements of Code Section 409A. 
 The 2005 Plan is hereby added to the
Plan generally effective January 1, 2005, as follows: 
 ARTICLE I 

NAME AND PURPOSE 
  

	1.1	Name. The name of this Plan is the “Ferro Corporation Deferred Compensation Plan for Executive Employees.” 


 

	1.2	Plan Sponsor. The sponsor of this Plan is Ferro Corporation (“Ferro”), an Ohio corporation. 


 

	1.3	Purpose. The purpose of this Plan is to provide unfunded deferred compensation to certain management and highly compensated employees of the Ferro Group
Companies under the conditions set forth in this Plan. 

  

	1.4	Plan for a Select Group. This Plan covers only employees of a Ferro Group Company who are members of a “select group of management or highly compensated
employees” as provided in Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of ERISA. Notwithstanding any provision of this Plan to the contrary, this Plan will be administered and its benefits limited in a manner to comply with the above
cited sections of ERISA. 

  

	1.5	Not a Funded Plan. Ferro intends that this Plan be deemed to be “unfunded” for tax purposes as well as for purposes of Title I of ERISA.


  

	1.6	409A Compliance. It is the intention and purpose of Ferro and the Participants that this Plan shall be deemed to be at all relevant times in compliance with
Section 409A of the Code and all other applicable laws in order to have the Federal income tax effect sought for such plans, and this Plan shall be so interpreted and is intended to be so administered. 


  
 B-3









 Part B - 2005 Plan 

Effective January 1, 2005 
  

ARTICLE II 

DEFINITIONS AND INTERPRETATION 
  

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

  

	2.2	General Rules of Construction. For purposes of interpreting this Plan, 


 

	 	(A)	the masculine gender will include the feminine and neuter, and vice versa, as the context requires; 


 

	 	(B)	the singular number will include the plural, and vice versa, as the context requires; 


 

	 	(C)	the present tense of a verb will include the past and future tenses, and vice versa, as the context requires; and 


 

	 	(D)	as provided under Article VII, the Administrator will retain the power and duty to interpret this Plan and resolve ambiguities. 


ARTICLE III 
 PARTICIPATION; DEFERRALS AND ACCOUNTS 
  

	3.1	Eligibility. In order to be eligible to participate in this Plan, an individual must – 


 

	 	(A)	be an Executive Employee of a Ferro Group Company, and 

  

	 	(B)	be selected by the Administrator to participate in this Plan for all or part of an Election Year. 


 

	3.2	Participation. Generally, an Eligible Employee may become a Participant and actively participate for an Election Year only by completing and filing a Deferred
Compensation Agreement described in Section 3.3 below with his or her Ferro Group Company before January 1 of an Election Year. 

  

	3.3	Deferral Elections. With respect to each Election Year, each Eligible Employee may elect, under his or her Deferred Compensation Agreement for such Election
Year, to make one or more of the deferrals described below. 

  

	 	(A)	Salary Deferral: Deferral of any whole percentage of up to 75% of his or her Base Annual Salary for the Election Year which is payable each payroll period
commencing on or after the Eligible Employee’s Entry Date. 

  

	 	(B)	Bonus Deferral: Deferral of any whole percentage up to 100% of the Bonus which is earned on or after his or her Entry Date in the Election Year.


  

	 	(C)	Performance Share Award: Deferral of any whole percentage up to 100% of payments with respect to Performance Shares which are earned for a performance period
commencing on or after the Eligible Employee’s Entry Date in the Election Year. 


  
 B-4









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	3.4	Salary Reductions and Deferral Amounts. 

  

	 	(A)	A Participant’s election to defer pursuant to 3.3(A) above will cause an equivalent reduction in the Participant’s Base Annual Salary at the time the Base
Annual Salary would otherwise be payable. 

  

	 	(B)	A Participant’s election to defer pursuant to 3.3(B) above will cause an equivalent reduction in the Participant’s Bonus at the time the Bonus would otherwise
be payable. 

  

	 	(C)	A Participant’s election to defer in accordance with 3.3(C) above will cause an equivalent reduction in the payment in respect of the Participant’s
Performance Shares at the time the Performance Share Award would otherwise be payable. 

 An amount equal to the
reductions in a Participant’s Base Annual Salary, Bonus and Performance Share Award pursuant to 3.4(A), 3.4(B) and 3.4(C) above will constitute an Elective Amount and will be credited to the Participant’s Elective Account at the time of
the reductions. 
  

	3.5	Alteration of Deferrals. A Participant’s deferral election made pursuant to Section 3.3 will be irrevocable except as provided in this Section. In the
event a Participant receives a hardship distribution from a qualified cash or deferred arrangement maintained by Ferro or its Affiliates under Code Section 401(k), and the distribution is made under the “deemed necessary to satisfy
immediate and heavy financial need” standards set forth under Treasury Regulation Section 1.401(k)-1(d)(3)(iv)(E), the Participant’s deferral election made pursuant to Section 3.3 shall be cancelled as of the date the hardship
distribution is received. Provided that the employee remains an Eligible Employee under the Plan, the Eligible Employee may again become a Participant beginning with the Election Year that commences immediately after the six-month anniversary of the
date of the hardship distribution (or any subsequent Election Year) if a timely Deferred Compensation Agreement is completed and filed prior to the January 1 of such Election Year pursuant to Section 3.2. 


 

	3.6	Establishment of Accounts. Each Ferro Group Company will establish an Account in the name of each Participant who is employed by it on the books and records of
the Ferro Group Company. All amounts credited to the Account of any Participant or former Participant will constitute a general, unsecured liability of such Ferro Group Company to the Participant. 


 

	3.7	Allocation of Elective Amounts. At the time a Participant’s Base Annual Salary, Bonus or Performance Share Award are reduced pursuant to Section 3.4,
the Ferro Group Company employing the Participant will credit the Participant’s Account with the Participant’s Elective Amount with respect to such Base Annual Salary, Bonus or Performance Share Award. 


 

	3.8	Separate Accounting for Certain Elective Amounts. The Ferro Group Company will maintain separate Accounts for the Elective Amounts deferred by the Participant
(i) before 1999; (ii) after 1998 and before 2005; and (iii) after 2004, to enable the Participant to elect for the deemed investment of the Elective Amounts as provided under Section 5.4 below. 


  
 B-5









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	3.9	Crediting of Earnings. The Ferro Group Company will credit the Account of each Participant who is or was its employee with earnings, gains and losses in
accordance with the deemed investment of the Elective Amounts elected by the Participant under Section 5.4 below. 

 ARTICLE IV 
 BENEFITS; PAYMENT OF BENEFITS 

 

	4.1	Date of Distribution. In general, distribution of the amounts credited to the Participant’s Account under this Part B will be made or begin on the
earlier of: 

  

	 	(A)	the date elected by the Participant in his or her Deferred Compensation Agreement; or 


 

	 	(B)	the date which is six (6) months following the Participant’s Termination of Employment and in any event the Time Required By Law. 


Notwithstanding the foregoing, in the event of the Participant’s death (either as the cause for the Termination of Employment or
following Termination of Employment), or Total and Permanent Disability, distribution shall be made on the date of death or Total and Permanent Disability and in any event by the Time Required By Law. 

 

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


 

	4.3	Distribution upon Unforeseeable Emergency. At any time before payment in full of the amounts credited to a Participant’s Account, a Participant may submit a
written request to the Administrator for the distribution of all or a portion of the Participant’s Account because of an Unforeseeable Emergency. In response, the Administrator has the authority to determine, in its sole discretion, that
distribution should be made in any manner the Administrator deems appropriate, in whole or in part, on any other date or dates in order to alleviate the emergency need of such Participant, provided, however, that the Administrator shall not
authorize distribution of any amount in excess the amount reasonably necessary to satisfy the emergency need (which amount may include amounts necessary to pay Federal, state or local income taxes or penalties reasonably anticipated as a result of
the distribution). 

  

	4.4	Form and Method of Distribution. Except as provided in Sections 4.2 and 4.3, payment will be made of the Participant’s Account under this Part B as
follows. 


  
 B-6









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	 	(A)	Form of Distribution. A Participant’s Account shall be paid in a single lump sum payment. However, the Administrator, in its sole discretion, pursuant to
uniform and nondiscriminatory procedures, may allow a Participant to elect in his or her annual Deferred Compensation Agreement, to have his Elective Amount for such Election Year be distributed in the form of installment payments providing for the
payment in substantially equal annual installments over a period of five (5) years. Such an election shall be made in a writing filed with the Administrator at the time of the Deferred Compensation Agreement. In the event no election is made at
the time the Participant’s Deferred Compensation Agreement is filed, a Participant shall be deemed to have elected at that time a single lump sum payment. A Participant may have in effect, for each Election Year, one election regarding the form
of payment of the amounts deferred with respect to such Election Year. 

  

	 	(B)	Method of Distribution. The Participant’s Account under this Part B will be distributed in the form of cash. 


 

	4.5	Valuation of Distributions. All distributions under this Part B will be based upon the Amount credited to the Participant’s Account as of the last day
of the month in which occurs the Participant’s Termination of Employment, death or commencement of long-term disability benefits on account of a determination of Total and Permanent Disability under a Ferro Group Company long-term disability
plan. Such date shall be the Valuation Date for this purpose. No adjustment shall be made for any delay in payment, including the six (6) month delay set forth in Section 4.1. 


 

	4.6	Death Prior to Distribution. If the Participant dies before receiving complete distribution of the Account under Sections 4.1, 4.2 or 4.3 above, then the
Beneficiary of the deceased Participant will be entitled to a death benefit equal to the balance of the Participant’s Account. The Ferro Group Company will distribute the balance of the Participant’s Account to the Beneficiary as soon as
practicable after the Participant’s death in the form provided in Section 4.4. 

  

	4.7	Change in Date or Form of Distribution. [Intentionally blank.] 

  

	4.8	Administration of Distributions. Distributions under this Plan will be made as soon as administratively possible following receipt of notice by the Administrator
of an event that entitles a Participant or a Beneficiary to payments under this Plan and completion by the Participant or Beneficiary of any forms required by the Administrator, subject to the time restrictions described in Section 4.1 above.


  

	4.9	Designation of Beneficiary. Subject to the rules and procedures promulgated by the Administrator, a Participant may sign a document designating a Beneficiary or
Beneficiaries. If a Participant fails to designate any Beneficiary in accordance with the provisions of this Section, then the Beneficiary will be deemed to be the Participant’s spouse, or if no spouse is then living, the Participant’s
estate. 

  

	4.10	Protective Distributions. If the Administrator determines that a Participant is not a member of a “select group of management or highly compensated
employees” within the meaning of Section 201(2), 301(a)(3), 401(a)(1) or 4021(b)(6) of ERISA, then the Administrator may, as it deems necessary to satisfy the exclusions from ERISA coverage contemplated by Section 1.4, terminate the
Participant’s participation in this Plan, and forfeit any amounts erroneously credited under this Part B with respect to a Participant. 


  
 B-7









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	4.11	Tax Withholding and Acceleration of Payment for Payment of Taxes. A Ferro Group Company may withhold, from any payment made by it under this Plan, the amount or
amounts as may be required for purposes of complying with the tax withholding or other provisions of the Code, the Social Security Act, or any state or local income or employment tax act or for purposes of paying any estate, inheritance or other tax
attributable to any amounts payable hereunder. Further, distribution shall be made from the Plan at such time or times as the Administrator, in its sole discretion pursuant to uniform and nondiscriminatory procedures, shall determine that amounts
are due for the payment of Federal Insurance Contributions Act taxes imposed under Code Sections 3101, 3121(a), or 3121(v)(2) on the 409A Benefits. Such distribution, if any, shall be made for the exclusive purpose of paying such Federal Insurance
Contributions Act taxes. In addition, distribution shall be made from the Plan at such time or times as the Administrator, in its sole discretion pursuant to uniform and nondiscriminatory procedures, shall determine that amounts are due for the
payment of income tax at source on wages imposed under Code Section 3401 (or the corresponding withholding provisions of applicable state, local or foreign tax laws) as a result of the payment of the Federal Insurance Contributions Act taxes,
or are due for the payment of additional income tax at source on wages attributable to the pyramiding Code Section 3401 wages and taxes. Such distribution, if any, shall be made for the exclusive purpose of paying such taxes. In no event shall
the amounts distributed pursuant to this Section exceed the amounts owed for the payment of Federal Insurance Contribution Act taxes and the income tax withholding related to such amounts. 


 

	4.12	Lost or Uncooperative Participant. If a Ferro Group Company or the Administrator notifies a Participant or Beneficiary of an entitlement to an amount under this
Plan and the Participant or Beneficiary fails to request payment, to provide information or to take any other action to receive payment of such amount, the Administrator shall, to the extent administratively possible, direct distribution to be made
on an involuntary basis to such person or persons by the Time Required by Law. If the location of a Participant or Beneficiary cannot be determined after a prompt, reasonable good faith effort by the Administrator, the Administrator will direct that
the amount payable to the Participant or Beneficiary be forfeited by the Time Required by Law, and no further benefit will be payable with respect to any Participant or Beneficiary. 


 

	4.13	Distribution upon Income Inclusion under Code Section 409A and Other Acceleration Events. The prior provisions of this Article IV notwithstanding, in the
event the Plan fails to meet the requirements of Code Section 409A, a Participant’s 409A Benefits shall be distributed in an amount equal to the amount which is included in income on account of the failure to comply with Code
Section 409A. 

  

	4.14	General Restriction on Distribution and Acceleration of Payment. Notwithstanding any provision of the Plan to the contrary, a Participant’s 409A Benefits
shall not be distributed earlier than the time permitted under Code Section 409A. Consistent with Code Section 409A, this Part B provides that distribution shall not be made before the earliest of Termination of Employment, death or
Total and Permanent Disability, and imposes a restriction on distributions made on account of Termination of Employment by which no distribution is made until the six (6) month anniversary of the Termination of Employment.



  
 B-8









 Part B - 2005 Plan 

Effective January 1, 2005 
  

ARTICLE V 

RIGHTS OF PARTICIPANTS 
  

	5.1	Creditor Status of Participants. The Elective Amounts of a Participant shall be merely unfunded, unsecured promises of the Ferro Group Company (by which the
Participant is employed) to make benefit payments in the future and shall be liabilities solely against the general assets of such Ferro Group Company. Except as provided in Section 5.6, Ferro and the other Ferro Group Companies shall not be
required to segregate, set aside or escrow the Elective Amounts nor any earnings, gains and losses credited thereon. With respect to amounts credited to any Account hereunder and any benefits payable hereunder, a Participant and Beneficiary will
have the status of general unsecured creditors of the Ferro Group Company (by which the Participant is employed), and may look only to that Ferro Group Company and its general assets for payment of the Account and benefits. 


 

	5.2	Rights with Respect to the Trust. Any trust, and any assets held thereby to assist Ferro or other Ferro Group Company in meeting its obligations under this Plan,
will in no way be deemed to controvert the provisions of Section 5.1 above. 

  

	5.3	Investments. In Ferro’s sole discretion, the Ferro Group Companies may acquire insurance policies, annuities or other financial vehicles for the purpose of
providing future assets of Ferro Group Companies to meet their anticipated liabilities under this Plan. Such policies, annuities or other investments, shall at all times be and remain unrestricted general property and assets of the Ferro Group
Companies or property of a trust established pursuant to Article VI of this Plan. Participants and Beneficiaries will have no rights, other than as general creditors, with respect to any such policies, annuities or other acquired assets.


  

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

  

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


 

	 	(1)	Ferro Stock. The Elective Amounts will be deemed to be invested in shares of Ferro Common Stock as of the date the Elective Amounts would have been paid to the
Participant if they were not deferred. The Account will be deemed to receive all dividends (whether in stock or cash) and stock splits which would be received if the Account was actually invested shares of Ferro Common Stock, and such dividends and
stock splits will be deemed to be reinvested in shares of Ferro Common Stock as of the date of their receipt. The investment in Ferro Common Stock will be deemed to be made at the closing sale price of Ferro Common Stock on the New York Stock
Exchange Composite Tape (as reported in The Wall Street Journal) on the trading day of the deemed investment. 


  
 B-9









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	 	(2)	Treasury Instruments. The Elective Amounts will be deemed to be invested in Treasury instruments yielding a rate of interest equal to three hundred
(300) basis points over the Ten-Year Constant Treasury Maturity Yield as reported by the Federal Reserve Board. 

  

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

  

	 	(C)	Periodic Adjustment of Accounts. As of each Valuation Date, the Participant’s Account will be adjusted to reflect earnings and losses on the deemed
investments. To the extent the Account is deemed to be invested in Ferro stock, it will be credited as of each Valuation Date with hypothetical appreciation and depreciation and earnings, as computed and determined by the Administrator based on the
value of Ferro Common Stock and its dividends as provided in Section 5.4(A)(1) above. To the extent the Participant’s Account is deemed to be invested in Treasury instruments, it will be credited as of each Valuation Date with hypothetical
earnings, as computed and determined by the Administrator using a rate of interest equal to three hundred (300) basis points over the Ten-Year Constant Treasury Maturity Yield as provided in Section 5.4(A)(2) above. The Administrator will
provide each Participant annually with a statement showing the balance credited to the Participant’s Account as of the last day of the preceding Election Year. 


 

	5.5	Bookkeeping Account Only. A Participant’s Account is solely for the purpose of measuring the amounts to be paid under this Plan. The Ferro Group Companies
will not fund or secure, and will not be permitted to fund or secure, the Account in any way, and the Ferro Group Companies’ obligation to the Participants under this Plan is solely contractual. 


 

	5.6	Escrow Upon a Change in Control. Notwithstanding any provision of this Plan to the contrary, within five days after the occurrence of a Potential Change in
Control, the Ferro Group Companies will establish an irrevocable escrow account at a financial institution satisfactory to Ferro and the Participants (or, in the case of death, the Participants’ Beneficiaries), determined by a majority vote of
such Participants and Beneficiaries, to keep on deposit in the escrow account an amount at least equal to the total balances of the Accounts in the Plan determined as of the end of the calendar month immediately preceding the occurrence of a
Potential Change in Control, with such date being the Valuation Date for this purpose. The amount required to be kept on deposit in the escrow account by the Ferro Group Companies will be recalculated as of each Valuation Date. The escrow account
will remain subject to the claims of creditors of the Ferro Group Companies and will have the other characteristics required to preserve the unfunded status of this Plan as provided under Section 1.5. Subject to the later provisions of this
Section, the escrow amount will be kept on deposit at all times after the expiration of five days following the occurrence of a Potential Change in Control, or a Change in Control, whichever occurs earlier. 


  
 B-10









 Part B - 2005 Plan 

Effective January 1, 2005 
  

If a Change in Control does not occur within twelve months after the occurrence of a Potential Change in Control, Ferro may request the
escrow agent to return to the Ferro Group Companies the amounts in escrow. Otherwise, amounts deposited in the escrow account will be paid out by the escrow agent only to: 

 

	 	(A)	the Participant or Beneficiary, in such amounts as the Participant or Beneficiary certify to the escrow agent as amounts that the Ferro Group Company is in default in
paying under the terms of this Plan or a related Deferred Compensation Agreement; or 

  

	 	(B)	the Ferro Group Companies, to the extent that the amount on deposit exceeds the total balances of the Accounts in the Plan determined as of the end of the calendar
month immediately preceding the occurrence of a Potential Change in Control, reduced by any payments made, and as specified in joint written instructions from the affected Participants and Beneficiaries and Ferro to the escrow agent or in a final
arbitral award. 

 Ferro will have the right to instruct the escrow agent to invest all or any portion of the
escrow account in time deposits or certificates of deposit with, or repurchase or other obligations of, any “bank” (as determined by Ferro), or obligations issued or guaranteed by the United States or any of its agencies or
instrumentalities, provided that no investment will be for a period of more than ninety (90) days. The escrow agent will have no liability for following the instructions of Ferro regarding any such investment, or for any loss in the value of
the escrow account as a consequence of any such investment or its liquidation. 
 The Ferro Group Companies may meet their
obligation to keep amounts on deposit in the escrow account through deposits of assets, one or more letters of credit deposited in escrow, any combination of the foregoing. The Ferro Group Companies will have the right to substitute one form of
permitted deposit in the escrow account for another form of permitted deposit at any time. 
 ARTICLE VI 

TRUST 
  

	6.1	Establishment of Trust. Notwithstanding any other provision or interpretation of this Plan, Ferro may establish a Trust in which to hold cash, insurance policies
or other assets that may be used to make, or reimburse Ferro or any other Ferro Group Company for, payments to the Participants or Beneficiaries of all or part of the benefits under this Plan. Any Trust assets shall at all times remain subject to
the claims of general creditors of Ferro or any other Ferro Group Company in the event of the insolvency of Ferro or such other Ferro Group Company as more fully described in the Trust. 


 

	6.2	Obligation of the Ferro Group Companies. Notwithstanding the fact that a Trust may be established under Section 6.1, the Ferro Group Companies shall remain
liable for paying the benefits under this Plan. However, any payment of benefits to a Participant or Beneficiary made by a Trust will satisfy the appropriate Ferro Group Company’s obligation to make payment to such person under this Plan.



  
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 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	6.3	Trust Terms. A Trust established under Section 6.1 may contain any terms as Ferro may determine to be necessary or desirable; provided, however,
that, no terms shall provide for or permit funding that would result in income inclusion under Code Section 409A(b) including, but not limited to, terms that allow for the transfer or set aside of assets offshore in a Trust, or which provide
for assets to become restricted to the provision of benefits in connection with a change in the financial health of Ferro and Affiliates, and any terms which so provide shall be deemed null and void. Consistent with the foregoing, Ferro may
terminate or amend a Trust established under Section 6.1 at any time, and in any manner it deems necessary or desirable, subject to the terms of any agreement under which any Trust is established or maintained. 


ARTICLE VII 
 ADMINISTRATION AND CLAIMS PROCEDURE 
  

	7.1	Administrator. The Administrator will be Ferro, acting by and through Ferro’s Corporate Human Resources Department, unless the Board of Directors, acting
itself or through an appropriate committee, designates otherwise. 

  

	7.2	General Rights, Powers, and Duties of Administrator. The Administrator will be the Plan administrator under ERISA. The Administrator will be responsible for the
general administration of this Plan and will have all powers as may be necessary to carry out the provisions of this Plan and may, from time to time, establish rules for the administration of this Plan and the transaction of this Plan’s
business. In addition to any powers, rights and duties set forth elsewhere in this Plan, it will have the following powers and duties: 

  

	 	(A)	To enact rules, regulations, and procedures and to prescribe the use of such forms as it deems advisable; 


 

	 	(B)	To appoint or employ agents, attorneys, actuaries, accountants, assistants or other persons (who may also be Participants in this Plan or be employed by or represent a
Ferro Group Company) at the expense of the Ferro Group Companies, as it deems necessary to keep its records or to assist it in taking any other action authorized or required under this Plan; 


 

	 	(C)	To interpret this Plan, and to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, to determine the right to benefits of, and the
amount of benefits, if any, payable to, any person in accordance with the provisions of this Plan and resolve all questions arising under this Plan; 

  

	 	(D)	To administer this Plan in accordance with its terms and any rules and regulations it establishes; 


 

	 	(E)	To maintain records concerning this Plan as it deems sufficient to prepare reports, returns and other information required by this Plan or by law; and



  
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 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	 	(F)	To direct a Ferro Group Company to pay benefits under this Plan and to give other directions and instructions as may be necessary for the proper administration of this
Plan. 

 Any decision, interpretation or other action made or taken by the Administrator arising out of or in
connection with this Plan, will be within the absolute discretion of the Administrator, and will be final, binding and conclusive on Ferro, all other Ferro Group Companies, and all Participants and Beneficiaries and their respective heirs,
executors, administrators, successors and assigns. Except as may be required for compliance with Code Section 409A, the Administrator’s determinations under this Plan need not be uniform, and may be made selectively among Participants,
whether or not they are similarly situated. 
  

	7.3	Information to Be Furnished to the Administrator. A Ferro Group Company will furnish the Administrator with such data and information as it may reasonably
require. The records of a Ferro Group Company will be determinative of each Participant’s period of employment, termination of employment, personal data, and data regarding Base Annual Salary, Bonus and Performance Share Award, and all
deferrals under this Plan. Participants and their Beneficiaries will furnish to the Administrator such evidence, data or information and execute such documents as the Administrator requests. 


 

	7.4	Claim for Benefits. A Participant or Beneficiary must make a claim for payment under this Plan in writing to the Administrator in the manner prescribed by the
Administrator as soon as administratively practicable following the distribution event. The Administrator will process each claim and determine entitlement to benefits within 90 days after the Administrator receives a completed application for
benefits (or within such shorter period as may be required to ensure that payment is made by the Time Required by Law). If the Administrator needs an extension of time for processing because calculation of the benefit amount is not administratively
practicable, then the Administrator will notify the claimant before the end of the initial period. The extension notice will indicate the special circumstances requiring an extension of time and the date as of which the Administrator expects to
render the final decision. In no event will such an extension exceed 90 days from the end of the initial period. 

  

	7.5	Denial of Benefit. If a claim is wholly or partially denied by the Administrator, then the Administrator will notify the claimant of the denial of the claim in a
writing delivered in person or mailed by first class mail to the claimant’s last known address. The notice of denial will contain: 

  

	 	(A)	the specific reason or reasons for denial of the claim; 

  

	 	(B)	a reference to the relevant Plan provisions upon which the denial is based; 


 

	 	(C)	a description of any additional material or information necessary for the claimant to perfect the claim, together with an explanation of why the material or information
is necessary; and 

  

	 	(D)	an explanation of this Plan’s claim review procedure. 

 If no notice is provided, the claim will be deemed denied. The interpretations, determinations and decisions of the Administrator will be final and binding upon all persons with respect to any right,
benefit and privilege hereunder, subject to the review procedures set forth in this Article. 

  
 B-13









 Part B - 2005 Plan 

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	7.6	Request for Review of a Denial of a Claim for Benefits. Any claimant or any authorized representative of the claimant whose claim for benefits under this Plan
has been denied or deemed denied, in whole or in part, may upon written notice to the Appeals Committee request a review by the Appeals Committee of the denial of the claim. The claimant will have 60 days from the date the claim is deemed denied or
60 days from receipt of the notice denying the claim, as the case may be, in which to request a review by written application delivered to the Appeals Committee, which must specify the relief requested and the reason such claimant believes the
denial should be reversed. 

  

	7.7	Appeals Procedure. The Appeals Committee will review the facts and relevant documents including this Plan, and interpret the facts and relevant documents
including this Plan to render a decision on the claim. The review may be of written briefs submitted by the claimant, or at a hearing, or by both, as deemed necessary or appropriate by the Appeals Committee. Any hearing will be held in the main
office of Ferro, or such other location as the Appeals Committee may select, on the date and at the time as the Appeals Committee designates by giving at least 15-days’ notice to the claimant, unless the claimant accepts shorter notice. The
notice will specify that the claimant must indicate in writing, at least five days in advance of the hearing, the claimant’s intention to appear at the appointed time and place, or the hearing will be automatically cancelled. The reply will
specify any other persons who will accompany the claimant to the hearing, or such other persons will not be admitted to the hearing. The Appeals Committee will make every effort to schedule the hearing on a day and at a time that is convenient to
both the claimant and the Appeals Committee. The claimant, or his duly authorized representative, may review all pertinent documents relating to the claim in preparation for the hearing and may submit issues and comments in writing before or during
the hearing. 

  

	7.8	Decision Upon Review of Denial of Claim for Benefits. In making its decision, the Appeals Committee will have full power and discretion to interpret this Plan,
to resolve ambiguities, inconsistencies and omissions, to determine any question of fact, and to determine the right to benefits of, and the amount of benefits, if any, payable to, any person in accordance with the provisions of this Plan. The
Appeals Committee will render a decision on the claim reviewed no more than 60 days after the receipt of the claimant’s request for review, unless special circumstances (such as the need to hold a hearing) require an extension of time, in which
case the 60-day period may be extended up to 120 days. The Appeals Committee will provide written notice of its decision to the claimant within the time frame specified. The notice will include the specific reasons for the decision and contain
specific references to the relevant Plan provisions upon which the decision is based. If notice of the decision is not provided within the time frame specified, the claim will be deemed denied on review. The decision of the Appeals Committee will be
final and binding in all respects on the Administrator, the Ferro Group Company and claimant involved. 

  

	7.9	 Establishment of Appeals Committee. The Chief Executive Officer of Ferro will appoint three or more persons to serve as members of the Appeals
Committee. The Chief Executive Officer may appoint one Appeals Committee to hear all appeals of denied benefits that arise under this Plan, or may appoint a new Appeals Committee each time an Appeals Committee is needed to hear an appeal of denied
benefits that arises under this Plan. The members of the Appeals Committee will remain in office 



  
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 Part B - 2005 Plan 

Effective January 1, 2005 
  

	 	
at the will of the Chief Executive Officer, and the Chief Executive Officer may remove any of the members with or without cause. A member of the Appeals Committee may resign upon written notice
to the remaining member or members of the Appeals Committee and to the Chief Executive Officer, respectively. The fact that a person is a Participant or a former Participant or a prospective Participant will not disqualify that person from acting as
a member of the Appeals Committee. No member of the Appeals Committee will be disqualified from acting on any question because of the member’s interest in the question, except that no member of the Appeals Committee may act on any claim which
the member has brought as a Participant, former Participant, or Beneficiary under this Plan. In case of the death, resignation or removal of any member of the Appeals Committee, the remaining members will act until a successor-member is appointed by
the Chief Executive Officer. At the Administrator’s request, the Chief Executive Officer will notify the Administrator in writing of the names of the members of the Appeals Committee, of any and all changes in the membership of the Appeals
Committee, of the member designated as Chairman, and the member designated as Secretary, and of any changes in either office. Until notified of a change, the Administrator will be protected in assuming that there has been no change in the membership
of the Appeals Committee or the designation of Chairman or of Secretary since the last notification was filed with it. The Administrator will be under no obligation at any time to inquire into the membership of the Appeals Committee or its officers.
All communications to the Appeals Committee will be addressed to its Secretary at the address of the Company. 

  

	7.10	Operation of the Appeals Committee. On all matters and questions, the decision of a majority of the members of the Appeals Committee will govern and control. A
meeting need not be called or held to make any decision. The Appeals Committee will appoint one of its members to act as its Chairman and another member to act as Secretary. The terms of office of these members will be determined by the Appeals
Committee, and the Secretary and/or Chairman may be removed by the other members of the Appeals Committee for any reason which such other members may deem just and proper. The Secretary will do all things directed by the Appeals Committee. Although
the Appeals Committee will act by decision of a majority of its members as provided above, in the absence of written notice to the contrary, every person may deal with the Secretary and consider the Secretary’s acts as having been authorized by
the Appeals Committee. Any notice served or demand made on the Secretary will be deemed to have been served or made upon the Appeals Committee. 

  

	7.11	Limitation of Duties. Ferro, the other Ferro Group Companies, the Administrator, the Appeals Committee, and their respective officers, members, employees and
agents will have no duty or responsibility under this Plan other than the duties and responsibilities expressly assigned or delegated to them pursuant to this Plan. None of them will have any duty or responsibility with respect to those duties or
responsibilities assigned or delegated to another. 

  

	7.12	Agents. The Administrator and the Appeals Committee may hire any attorneys, accountants, actuaries, agents, clerks, and secretaries as it may deem desirable in
the performance of its duties, any of whom may also be advisors to any Ferro Group Company or any subsidiary or affiliated company. 

  

	7.13	 Expenses of Administration. No fee or compensation will be paid to the Administrator or any member of the Appeals Committee for their
performance of 



  
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 Part B - 2005 Plan 

Effective January 1, 2005 
  

	 	
services as such. Ferro will bear all other expenses incurred in the administration of this Plan except to the extent Ferro determines that the expenses are allocable to, and should be paid by,
one or more of the Ferro Group Companies. 

  

	7.14	Indemnification. In addition to whatever rights of indemnification any member or employee of the Administrator, the Appeals Committee, Ferro or other Ferro Group
Company under this Plan may be entitled to under the articles of incorporation, regulations or bylaws of the Ferro Group Companies, under any provision of law or under any other agreement, the Ferro Group Companies will satisfy any liability
actually incurred by any member or employee including reasonable expenses and attorneys’ fees, and any judgments, fines, and amounts paid in settlement, in connection with any threatened, pending or completed action, suit or proceeding which is
related to the exercise or failure to exercise by any member or employee any powers, authority, responsibilities or discretion provided under this Plan or reasonably believed by a member or employee to be provided under this Plan, and any action
taken by a member or employee in connection with such exercise or failure to exercise. This indemnification for all such acts taken or omitted is intentionally broad, but will not provide indemnification for embezzlement or diversion of Plan funds
for the benefit of any member or employee. This indemnification will not be provided for any claim by a Ferro Group Company or a subsidiary or affiliated company thereof against any member or employee. No indemnification will be provided to any
person who is not an individual. 

  

	7.15	Limitation of Administrative Liability. Neither Ferro, any Ferro Group Company, the Administrator, the Appeals Committee, nor any of their members or employees
will be liable for any act taken by such person or entity pursuant to any provision of this Plan except for gross abuse of the discretion given them under this Plan. No member of the Administrator or Appeals Committee will be liable for the act of
any other member. No member of the Board of Directors will be liable to any person for any action taken or omitted in connection with the administration of this Plan. 


 

	7.16	Limitation of Sponsor Liability. Any right or authority exercisable by Ferro or Board of Directors pursuant to any provision of this Plan will be exercised in
Ferro’s capacity as sponsor of this Plan, or on behalf of Ferro in such capacity, and not in a fiduciary capacity, and may be exercised without the approval or consent of any person in a fiduciary capacity. Neither Ferro, nor the Board of
Directors, nor any of their respective officers, members, employees, agents and delegates, will have any liability to any party for its exercise of any such right or authority. 


ARTICLE VIII 
 AMENDMENT AND TERMINATION 
  

	8.1	Amendment, Modification and Termination. Subject to Sections 8.4 and 8.5 below, this Plan may be amended, modified or terminated by Ferro at any time, or from
time to time, by action of an appropriate Ferro officer authorized or ratified by the Board of Directors. No amendment, modification or termination will be effective if it: 


 

	 	(A)	causes this Plan to be for a purpose other than the exclusive benefit of the Participants, or 


  
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 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	 	(B)	reduces the amounts credited to any Participant’s Account or adversely affects the right of any Participant or Beneficiary to receive payment of the Account as
provided under this Plan, determined as of the date of the amendment, unless an equivalent benefit is provided under another plan or program sponsored by the Company or an Affiliate. Furthermore, no amendment, modification or termination will be
effective prior to the date permitted under Code Section 409A, which, in certain circumstances is twelve (12) months following the adoption of such amendment, modification or termination. 


The prior provisions notwithstanding, this Plan may be amended to: 

 

	 	(1)	reduce or eliminate the ability for Participants to defer future Elective Amounts under this Plan; 


 

	 	(2)	reduce or eliminate the future deemed interest or earnings credited to the amounts held in a Participant’s Account; 


 

	 	(3)	comply with any law; or 

  

	 	(4)	preserve the intended deferral of taxation for the benefit of all Participants Accounts. 


 

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

  

	8.3	Actions Binding on Ferro Group Companies. Any amendments made to this Plan will be binding on all the Ferro Group Companies without the approval or consent of
the Ferro Group Companies other than Ferro. Ferro may, by amendment, also terminate this Plan on behalf of all or any one of the other Ferro Group Companies in its sole discretion. 


 

	8.4	Termination or Amendment After Change in Control. If a Change in Control occurs, then, for a period of two (2) calendar years following such Change in
Control, Ferro may not amend or terminate this Plan without the prior written consent of all Participants. 

  

	8.5	Distribution of Benefits on Plan Termination. In the event Ferro elects to amend, modify or terminate the Plan as provided under Section 8.1, no liquidation
and payment of benefits shall occur as a result. The prior provisions notwithstanding, Ferro may, in its discretion, provide by amendment to the Plan for the liquidation and termination of the Plan where: 


 

	 	(A)	the termination and liquidation does not occur proximate to a downturn in the financial health of Ferro and Affiliates; 


 

	 	(B)	the Plan and all arrangements required to be aggregated with the Plan under Code Section 409A are terminated and liquidated; 


 

	 	(C)	no payments, other than those that would be payable under the terms of the Plan and the aggregated arrangements if the termination and liquidation had not occurred, are
made within twelve (12) months of the date Ferro takes all necessary action to irrevocably terminate and liquidate the Plan; 


  
 B-17









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	 	(D)	all payments are made within twenty-four (24) months of the date Ferro takes all necessary action to irrevocably terminate and liquidate the Plan; and


  

	 	(E)	Ferro and Affiliates do not adopt a new arrangement that would be aggregated with any terminated arrangement under Code Section 409A, at any time within three
(3) years following the date Ferro takes all necessary action to irrevocably terminate and liquidate the Plan. 

 Similarly, Ferro may, in its discretion, provide by amendment to liquidate and terminate the Plan where the termination and liquidation occur within twelve (12) months of a corporate dissolution
taxed under Code Section 331, or with the approval of a bankruptcy court pursuant to 11 United States Code Section 503(b)(1)(A), provided that all amounts deferred under the Plan are included in the Participants’ gross incomes in the
latest of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received): 
  

	 	(1)	the calendar year in which the termination and liquidation occur; 

  

	 	(2)	the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or 


 

	 	(3)	the first calendar year in which the payment is administratively practicable. 

 ARTICLE IX 
 FERRO GROUP COMPANIES 

 

	9.1	List of Ferro Group Companies. The Ferro Group Companies as of the Amendment and Restatement Date are Ferro and the subsidiaries and affiliates of Ferro listed
on Appendix B to this Plan. Ferro may from time to time add or remove Ferro subsidiaries and affiliates from the list of Ferro Group Companies by written action of its Chief Executive Officer. The addition or deletion will not require a formal
amendment to this Plan. 

  

	9.2	Delegation of Authority. Ferro is fully empowered to act on behalf of itself and the other Ferro Group Companies as it may deem appropriate in maintaining this
Plan and any Trust. The adoption by Ferro of any amendment to this Plan or any Trust, or the termination of this Plan or any Trust, will constitute and represent, without any further action on the part of any Ferro Group Company, the approval,
adoption, ratification or confirmation by each Ferro Group Company of any amendment or termination. In addition, the appointment of or removal by Ferro of any Administrator, any trustee or other person under this Plan or any Trust will constitute
and represent, without any further action on the part of any Ferro Group Company, the appointment or removal by each Ferro Group Company of such person. 


  
 B-18









 Part B - 2005 Plan 

Effective January 1, 2005 
  

ARTICLE X 

MISCELLANEOUS 
  

	10.1	No Implied Rights. Neither the establishment of this Plan nor any amendment of this Plan will be construed as giving any Participant, Beneficiary or any other
person any legal or equitable right unless the right is specifically provided for in this Plan or conferred by specific action of Ferro in accordance with the terms and provisions of this Plan. Except as expressly provided in this Plan, neither
Ferro nor any other Ferro Group Company will be required or be liable to make any payment under this Plan. 

  

	10.2	No Right to Ferro Group Company Assets. Neither the Participant nor any other person will acquire by reason of this Plan any right in or title to any assets,
funds or property of a Ferro Group Company whatsoever including, without limitation, any specific funds, assets or other property which a Ferro Group Company, in its sole discretion, may set aside in anticipation of a liability hereunder. Any
benefits which become payable under this Plan will be paid from the general assets of the appropriate Ferro Group Company. No assets of the Ferro Group Companies will be held in any way as collateral security for the fulfilling of the obligations of
the Ferro Group Companies under this Plan. No assets of the Ferro Group Companies will be pledged or otherwise restricted in order to meet the obligations of this Plan. The Participant will have only a contractual right to the amounts, if any,
payable hereunder unsecured by any asset of a Ferro Group Company. Nothing contained in this Plan constitutes a guarantee by a Ferro Group Company that the assets of a Ferro Group Company will be sufficient to pay any benefit to any person.


  

	10.3	No Employment Rights Created. This Plan will not be deemed to constitute a contract of employment between any of the Ferro Group Companies and any Participant,
or to confer upon any Participant or employee the right to be retained in the service of any Ferro Group Company for any period of time, nor shall any provision of this Plan restrict the right of any Ferro Group Company to discharge or otherwise
deal with any Participant or other employees, with or without cause. Nothing in this Plan will be construed as fixing or regulating the Base Annual Salary, Bonus or Performance Share Award payable to any Participant or other employee of a Ferro
Group Company. 

  

	10.4	Offset. If at the time payment is to be made under this Plan the Participant or the Beneficiary or both are indebted or obligated to a Ferro Group Company, then
the payment of the Participant’s 409A Benefits to be made to the Participant or the Beneficiary or both may, at the discretion of the Administrator at the request of the Ferro Group Company, be reduced by the amount of the indebtedness or
obligation, but only if: 

  

	 	(A)	such debt is incurred in the ordinary course of the service relationship between the Participant and the Ferro Group Company, 


 

	 	(B)	in any taxable year of Ferro and Affiliates the entire amount of reduction does not exceed $5,000, and 


 

	 	(C)	the reduction is made at the same time and in the same amount as the debt otherwise would have been due and collected from the Participant. 


  
 B-19









 Part B - 2005 Plan 

Effective January 1, 2005 
  

An election by the Ferro Group Company not to request any reduction will not constitute a waiver of the Ferro Group Company’s claim
for such indebtedness or obligation. 
  

	10.5	No Assignment. Neither the Participant nor any other person will have any voluntary or involuntary right to commute, sell, assign, pledge, anticipate, mortgage
or otherwise encumber, transfer, hypothecate or convey, in advance of actual receipt of the amount, if any, payable under this Plan, or any part of the amount payable from this Plan, and any attempt to do so will be void. All benefits or amounts
credited to Accounts under this Plan are expressly declared to be unassignable and non-transferable. No part of the benefits or amounts credited to Accounts under this Plan will be, before actual payment, subject to seizure or sequestration for the
payment of any debts, judgments, alimony or separate maintenance owed by the Participant or any other person, or be transferable by operation of law in the event of the Participant’s or any other person’s bankruptcy or insolvency.


  

	10.6	Notice. Any notice required or permitted to be given under this Plan will be sufficient if in writing and hand delivered, or sent by registered or certified mail
or by overnight delivery service, and: 

  

	 	(A)	if given to a Ferro Group Company, delivered to the principal office of Ferro, directed to the attention of the General Counsel; or 


 

	 	(B)	if given to a Participant or Beneficiary, delivered to the last post office address as shown on the Ferro Group Company’s or the Administrator’s records.


 Notice will be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on
the postmark or the receipt for registration or certification. 
  

	10.7	Governing Laws. This Plan will be construed and administered according to the internal substantive laws of the State of Ohio to the extent not preempted by the
laws of the United States of America. 

  

	10.8	Incapacity. If the Administrator determines that any Participant or Beneficiary entitled to payment under this Plan is a minor, a person declared incompetent or
a person incapable of handling his or her property, the Administrator may direct any payment to the guardian, legal representative or person having the care and custody of the minor, incompetent or incapable person. The Administrator may require
proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate before making any payment. The Administrator will have no obligation thereafter to monitor or follow the application of amounts so paid. Payments made pursuant
to this Section will completely discharge this Plan, any Trust, the Administrator, and the Ferro Group Companies with respect to the payments. 

  

	10.9	Court Ordered Distributions. If a court issues a domestic relations order as defined in Code Section 414(p)(1)(B) by which a spouse or former spouse or
dependent or former dependent of a Participant is provided an interest in the Participant’s Account under this Plan in connection with a property settlement or otherwise, the Administrator shall, notwithstanding any election made by the
Participant or the Participant’s eligibility for distribution, distribute the spouse’s or former spouse’s or dependent’s or former dependent’s interest in the Participant’s Account under this Plan to that spouse or
former spouse or dependent or former dependent, as provided under such domestic relations order. 


  
 B-20









 Part B - 2005 Plan 

Effective January 1, 2005 
  

 

	10.10	 Administrative Forms. All applications, elections and designations in connection with this Plan made by a Participant or Beneficiary will become effective
only when duly executed on forms provided by the Administrator and filed with the Administrator. 

  

	10.11	 Independence of Plan. Except as otherwise expressly provided, this Plan will be independent of, and in addition to, any other employee benefit agreement or
plan or any rights that may exist from time to time under any other agreement or plan. 

  

	10.12	 Responsibility for Legal Effect. Neither Ferro, any other Ferro Group Company, the Administrator, nor any officer, member, delegate or agent of any of
them, makes any representations or warranties, express or implied, or assumes any responsibility concerning the legal, tax, or other implications or effects of this Plan. 


 

	10.13	 Successors. The terms and conditions of this Plan will inure to the benefit of and bind Ferro, the Ferro Group Companies, the Administrator and its
members, the Participants, their Beneficiaries, and the successors, assigns, and personal representatives of any of them. 

  

	10.14	 Headings and Titles. The Section headings and titles of Articles used in this Plan are for convenience of reference only and are not to be considered in
construing this Plan. 

  

	10.15	 Appendices. The Appendices to this Plan constitute an integral part of this Plan and are hereby incorporated into this Plan by this reference.


  

	10.16	 Severability. If any provision or term of this Plan, or any agreement or instrument required by the Administrator, is determined by a judicial,
quasi-judicial or administrative body to be void or not enforceable for any reason, all other provisions or terms of this Plan or the agreement or instrument will remain in full force and effect and will be enforceable as if the void or
nonenforceable provision or term had never been a part of this Plan, or the agreement or instrument. 

  

	10.17	 Actions by Ferro. Except as otherwise provided in this Plan, all actions of Ferro under this Plan will be taken by the Board of Directors, and be evidenced
in a writing executed by an appropriate officer duly authorized. 

  

	10.18	 Spousal Consent and Release. If, in the opinion of Ferro, any present, former or future spouse of an employee entitled to benefits from this Plan shall by
reason of law appear to have any interest in the Plan benefits that may be or become payable hereunder to such employee, Ferro may as a condition precedent to the making of a benefit payment hereunder, require such written consent or release as in
its discretion it shall determine to be necessary, desirable or appropriate either to prevent or avoid any conflict or multiplicity of claims, or to protect the rights of any such present, former or future spouse with respect to the payment of any
benefits under this Plan. 

  

	10.19	  Overpayments and Repayments. Benefits are provided only as set forth under the terms of this Plan. Payments at a time or in an amount
other than as set forth under the terms of the Plan are not authorized, and Ferro will take all reasonable steps to ensure that the amount and timing of benefit payments are in accordance with the Plan’s terms. In the event Ferro determines
that the benefits actually paid under 



  
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 Part B - 2005 Plan 

Effective January 1, 2005 
  

	 	
this Plan to a Participant, beneficiary or other person exceed the benefits that were properly payable, or were paid prior to the proper time for payment, Ferro shall immediately demand repayment
of such excess amounts. The Participant, Beneficiary or other person is obligated to return such excess amounts upon demand from Ferro. In the event the Participant, beneficiary or other person fails to return the excess amounts, Ferro shall
exercise any available legal remedies which are consistent with the terms and purpose of the Plan 

  

	10.20	 References to Sections of Law. References herein to the Code are to the Internal Revenue Code of 1986, as heretofore and hereafter amended, and to similar
provision of subsequent federal law. References herein to ERISA are to the Employee Retirement Income Security Act of 1974, as heretofore and hereafter amended, and to similar provisions of subsequent law. 


  
 B-22









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  
 DEFINITIONS 
 For purposes of this Plan, the following terms
have the meanings set forth below where used in this Plan and identified with initial capital letters: 
  

			
	Term	  	Meaning
		
	Account or Elective Account	  	For each Participant the bookkeeping account maintained by the Ferro Group Company to reflect the Participant’s Elective Amounts for an Election Year and all earnings, gains
and losses thereon. A Participant’s Account shall not constitute or be treated as a trust fund of any kind.
		
	Administrator	  	As defined in Section 7.1 of this Plan.
		
	Affiliate	  	Any corporation or business entity during any period during which it would be treated, together with the Company, as a single employer for purposes of Section 414(b) or
(c).
		
	 Amendment and
 Restatement
Date
	  	January 1, 2005.
		
	Base Annual Salary	  	For any Participant the gross base salary payable during an Election Year by a Ferro Group Company, unreduced by any amounts deferred under the Ferro Corporation Savings and Stock
Ownership Plan, this Plan, or any other plan maintained by the Ferro Group Company. “Base Annual Salary” does not include bonuses, commissions, incentive compensation, any extraordinary compensation of a recurring or nonrecurring nature,
compensation paid in a form other than cash, or contributions, accruals, or benefits under the Ferro Corporation Savings and Stock Ownership Plan, this Plan, or any other plan maintained by the Ferro Group Company (other than amounts elected to be
deferred by the Participant).
		
	Beneficial Owner	  	“Beneficial owner” within the meaning of Rule 13d-3 under the Exchange Act.
		
	Beneficiary	  	As defined in 4.9 of this Plan.
		
	Board of Directors	  	Ferro’s Board of Directors.
		
	Bonus	  	The gross monies awarded and payable to a Participant during an Election Year under the Ferro Annual Incentive Compensation Plan, as it may be amended from time to time, unreduced
by any amounts deferred under the Ferro SSOP, this Plan, or any other plan maintained by the Ferro Group Company.


  
 B-23









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
	Change in Control	  	A change in the control of Ferro that is required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Exchange Act. For
purposes of this definition, a Change in Control will be deemed to have occurred if and when:
		
		  	 (a)     any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities of Ferro representing twenty-five percent (25%) or more of the combined voting power of Ferro’s outstanding voting securities; or

		
		  	 (b)     during any period of two consecutive years, the individuals set forth below in sub-paragraph (1)
and (2) cease for any reason to constitute at least a majority of the Board of Directors:

		
		  	 (1)     the individuals who at the beginning of such period constituted the Board of Directors,
and

		
		  	 (2)     any new director (other than a director designated by a person who has entered into an agreement
or arrangement with Ferro to effect a transaction described in clause (a) or (c) of this definition) whose appointment, election, or nomination for election by Ferro’s shareholders, was approved by a vote of at least two-thirds of the
directors then still in office who either were directors at the beginning of the period or whose appointment, election or nomination for election was previously so approved; or

		
		  	 (c)     a merger or consolidation of Ferro or one of its subsidiaries is consummated with or into any
other corporation, other than a merger or consolidation which would result in the holders of the voting securities of Ferro outstanding immediately prior thereto holding securities which represent immediately after such merger or consolidation more
than 50% of the combined voting power of the voting securities of either Ferro or the other entity which survives such merger or consolidation or the parent of the entity which survives such merger or consolidation; or

		
		  	 (d)     a sale or disposition by Ferro of all or substantially all Ferro’s assets is
consummated.



  
 B-24









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
		  	 Notwithstanding the foregoing, for purposes of triggering the lump-sum distribution under Section 4.2, only the occurrence of an above-listed event
which also constitutes a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation” under Code Section 409A shall constitute a Change in
Control.

		
	Code	  	 The Internal Revenue Code of 1986, as amended, and any lawful regulations or other pronouncements promulgated under that Code.

		
	 Deferred Compensation

Agreement
	  	 An agreement executed between a Participant and the Ferro Group Company whereby a Participant agrees to defer a portion of the Participant’s Base
Annual Salary, Bonus or Performance Share Award as provided under this Plan, and the Ferro Group Company agrees to make benefit payments in accordance with the provisions of this Plan.

		
	Dependent	  	 Any of the following persons who receives over half of their financial support from the Participant: a spouse, a son or daughter (or the descendent of
either); a stepson or stepdaughter; a brother, sister, stepbrother or stepsister; a father or mother (or ancestor of either); a stepfather or stepmother; a nephew or niece; an uncle or aunt; a son-in-law, daughter-in-law, father-in-law,
mother-in-law, brother-in-law or sister-in-law; or any other person whose principal place of residence is the Participant’s home and who is a member of the household.

		
	Disability	  	 See “Total and Permanent Disability.”

		
	Election Year	  	 A calendar year in respect of which a Participant makes an election under this Plan.

		
	Elective Amount	  	 An amount equal to the amount by which a Participant’s Base Annual Salary, Bonus or Performance Share Award are reduced pursuant to Section 3.4
of this Plan in respect of a given Election Year.

		
	Eligible Employee	  	 An Executive Employee of a Ferro Group Company who has satisfied the eligibility requirement of Section 3.1 of this Plan.

		
	Entry Date	  	 With respect to a given Executive Employee in a given Election Year, the first day such Executive Employee becomes a Participant in such Election
Year.



  
 B-25









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
	ERISA	  	 The Employee Retirement Income Security Act of 1974, as amended, and any lawful regulations or pronouncements issued under that
Act.

		
	Exchange Act	  	 The Securities Exchange Act of 1934, as amended, and any lawful regulations or pronouncements issued under that Act.

		
	Executive Employee	  	 A management employee of a Ferro Group Company who is in Grade 22 or higher in the Executive Payroll Group and who is eligible to participate in the
Ferro Annual Incentive Compensation Plan.

		
	Ferro	  	 As defined in Section 1.2 of this Plan. Such term also includes any successor corporation or business organization that subsequently assumes
Ferro’s duties and obligations under this Plan.

		
	Ferro Common Stock	  	 The Common Stock of Ferro, par value $1.00, per share.

		
	Ferro Group Companies	  	 As defined in Section 9.1 of this Plan.

		
	Ferro SSOP	  	 Ferro’s Savings and Stock Ownership Plan, as the same may be amended from time to time.

		
	409A Benefits	  	 All benefits under the Plan which are not Pre-2005 Benefits (generally, amounts which are earned or vested under the Plan after December 31,
2004, plus any earnings with respect to such amounts or to such earnings).

		
	2005 Plan	  	 The provisions of the Plan as set forth in Part B, which govern 409A Benefits.

		
	 Long-Term Incentive

Compensation Plan
	  	 Ferro’s 2003 Long-Term Incentive Compensation Plan, as amended.

		
	Participant	  	 An Executive Employee of a Ferro Group Company who is designated to be an Eligible Employee pursuant to Section 3.2 of this Plan, who enters into a
Deferred Compensation Agreement, and who has commenced Base Annual Salary, Bonus or Performance Share Award reductions pursuant to that Deferred Compensation Agreement. A Participant will cease to be a Participant, and shall become a former
Participant, upon the earliest of the following:

		
		  	 (a) Termination of Employment,

		
		  	 (b) the date the employee ceases to be an Eligible       Employee, or



  
 B-26









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
		  	 (c)     the date the employee’s participation in this Plan is terminated by the Administrator
pursuant to Section 4.10 of this Plan or otherwise.

		
	Performance Share Award	  	The gross monies awarded and payable to a Participant during an Election Year in respect of Performance Shares awarded under the Long-Term Incentive Compensation Plan or the prior
Performance Share Plan, unreduced by any amounts deferred under the Ferro SSOP, this Plan, or any other plan maintained by the Ferro Group Company.
		
	Performance Share Plan	  	Ferro’s 1997 Performance Share Plan, as amended.
		
	Person	  	 A “person” as defined under Section 3(a)(9) of the Exchange Act as modified and used in Sections 13(d) and 14(d) of the
Exchange Act, excluding:
  

(a)    Ferro or any of its subsidiaries;

 
 (b)     a trustee
or other fiduciary holding securities under an employee benefit plan of the Company (or of any of its affiliates as defined under Rule 12b-2 under Section 12 of the Exchange Act);

 
 (c)     an
underwriter temporarily holding securities pursuant to an offering of such securities; or
  

(d)     a corporation owned, directly or indirectly, by the shareholders of Ferro in
substantially the same proportion as their ownership of the stock of Ferro.

		
	Pre-2005 Benefits	  	All benefits under the Plan that were earned and vested under the Plan as of December 31, 2004, plus any earnings with respect to such amounts or to such earnings.
		
	Pre-2005 Plan	  	The provisions of the Plan set forth in Part A, which govern Pre-2005 Benefits.
		
	this Plan	  	The Ferro Corporation Deferred Compensation Plan for Executive Employees, or a component plan, as appropriate.
		
	Potential Change in Control	  	 The occurrence of any of the following events:
  

(a)     Ferro enters into an agreement which, if consummated, would result in a Change
in Control;
  

(b)     Ferro or any Person publicly announces an intention to take, or to consider
taking, actions which, if consummated, would constitute a Change in Control;



  
 B-27









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
		  	 (c)     any Person becomes the Beneficial Owner, directly or
indirectly, of securities of Ferro representing 20% or more of the then outstanding shares of Ferro Common Stock or the combined voting power of Ferro’s then outstanding securities;

 
 (d)     any Person
commences a solicitation (as defined under Rule 14a-1 of the Exchange Act) of proxies or consents which has the purpose of effecting or would, if successful, result in a Change in Control;

 
 (e)     a tender or
exchange offer for voting securities of Ferro, made by a Person, is first published or sent or given (within the meaning of Rule 14d-2(a) of the Exchange Act); or
  

(f)      the Board of Directors adopts a resolution that a Potential Change in
Control has occurred.

		
	Retirement Date	  	The date a Participant first becomes eligible for an early retirement benefit or a normal retirement benefit as defined under the Ferro Corporation Retirement Plan. Alternatively,
in the case of a Participant who is not covered under the Ferro Corporation Retirement Plan, “Retirement Date” means the date a Participant would first become eligible for an early retirement benefit or a normal retirement benefit if the
Participant were covered under the Ferro Corporation Retirement Plan.
		
	Termination of Employment	  	 Effective Prior to January 1, 2008: A Participant’s cessation of service with Ferro and the other Ferro Group Companies, including
subsidiaries and affiliates of the foregoing, for any reason whatsoever, whether voluntarily or involuntarily, including by reason of retirement, death, or becoming Totally and Permanently Disabled. Notwithstanding the foregoing, for purposes of
triggering payment under Section 4.1, only such cessation of service which constitutes a “separation from service” under Code Section 409A shall constitute a Termination of Employment.

 
 Effective January 1, 2008: With respect to any Participant:



  
 B-28









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
		  	 (a)     the separation from service within the meaning of Section 409A
of the Code, of such Participant with the Company and all of its Affiliates, for any reason, including without limitation, quit, discharge, or retirement, or a leave of absence (including military leave, sick leave, or other bona fide leave of
absence such as temporary employment by the government if the period of such leave exceeds the greater of six months, or the period for which the Participant’s right to reemployment is provided either by statute or by contract), or

 
 (b)     a permanent
decrease in the level of the Participant‘s service to a level that is no more than twenty percent (20%) of its prior level. For this purpose, whether a Termination of Employment has occurred is determined based on whether it is reasonably
anticipated that no further services will be performed by the Participant after a certain date or that the level of bona fide services the Participant will perform after such date (whether as an employee or as an independent contractor) would
permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services if
the Participant has been providing services less than 36 months).

		
	Time Required by Law	  	 The date designated for payment under the terms of the Plan or a later date in the same calendar year or, if later, the fifteenth (15th)
day of the third calendar month following the date designated for payment. (However, if the Participant’s taxable year is not the calendar year, the date designated for payment under the terms of the Plan or a later date in the
Participant’s taxable year or, if later, the fifteenth (15th) day of the third calendar month following the date designated for payment.)
  

If calculation of the amount of the benefit is not administratively practicable due to events beyond the control of the Participant (or the
Participant’s Beneficiary), any date within the first taxable year of the Participant in which calculation of the payment is administratively practicable.



  
 B-29









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
		  	 If making the payment on the date designated under the terms of the Plan would jeopardize the ability of Ferro and Affiliates to
continue as a going concern, the first taxable year of the Participant in which making the payment would not have such effect.
  

If there is a delay in payment by the Administrator other than with the express or implied consent of the Participant, the first taxable year of the
Participant in which the dispute is resolved. The dispute shall be deemed resolved on the earliest date upon which: (a) the Participant and the Administrator or Ferro enter into a legally binding settlement, (b) the Administrator or Ferro concedes
that an amount is payable, or (c) the Administrator or Ferro is required to make payment pursuant to a final non-appealable judgment or other binding decision. The foregoing provisions shall apply only if, during the period of the dispute, the
Participant accepts any portion of the payment the Administrator or Ferro willing to make (unless acceptance will result in relinquishment of the claim to any remaining portion), and makes prompt and reasonable good faith efforts to collect the
remaining portion of the payment which meet the requirements of Code Section 409A (including the timely notice requirements).
  

In the event the payment fails to fails to comply with Federal securities laws or other laws, the earliest date at which Ferro reasonably anticipates that
the making of the payment will not cause such violation.
  
 In the event the
payment fails to be deductible under Code Section 162(m), or meets other conditions specified by the Commissioner of the Internal Revenue Service, such later date as may be provided under Code Section 409A.

		
	Total and Permanent Disability	  	 Any disability that qualifies a Participant for payment of benefits under a Ferro Group Company long-term disability program, provided
that the definition of disability provided under such long-term disability program meets one of the following requirements:
  

(a)     The Participant is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or



  
 B-30









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix A 
  

			
	Term	  	Meaning
		
		  	 (b)    The Participant is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health
plan covering employees of a Ferro Company Group.
  
 The determination of
whether a Participant suffers a Total and Permanent Disability will be made by the Ferro Group Company long-term disability plan.

		
	Trust	  	The trust, if any, established pursuant to Section 7.1 of this Plan.
		
	Unforeseeable Emergency	  	A severe financial hardship of the Participant resulting from (i) an illness or accident of the Participant, his spouse, Beneficiary or dependent; (ii) the loss of a
Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, not as a result of a natural disaster); or (iii) other similarly extraordinary and
unforeseeable circumstances arising as a result of events beyond the control of the Participant.
		
	Valuation Date	  	The last day of each quarter in the Election Year, as well as any other dates specified in this Part B, and any other date or dates Ferro, in its sole discretion, designates from
time to time.


  
 B-31









 Part B - 2005 Plan 

Effective January 1, 2005 
 Appendix B 
 FERRO GROUP
COMPANIES 
 The following are the Ferro Group Companies: 

Ferro Corporation 

FEM Inc. 
 Ferro
Color and Glass Corp. (formerly, Ferro Glass & Color Corporation) 
 Ferro International Services, Inc. 

Ferro Pfanstiehl Laboratories, Inc. 

  
 B -32









 EXECUTION PAGE 

To evidence this amended and restated FERRO CORPORATION DEFERRED
COMPENSATION PLAN FOR EXECUTIVE EMPLOYEES, Ferro Corporation, as Plan sponsor, has caused this document to be executed by its duly authorized officer as of
the 20th day of September, 2007. 
  

			
	FERRO CORPORATION
		
	 By:
	 	 
		 	 James C. Bays Vice
 President, General Counsel
 & Secretary




  
 C-1