EX-10.24






EXHIBIT 10.24




TERMS OF DEFERRED STOCK UNIT AWARDS





	1.	 	Generally. This document sets forth the terms and conditions under which an award (an
“Award”) of forfeitable units (“Deferred Stock Units”) corresponding to shares of Ferro Common
Stock are made to non-employee Directors of the Company (“Recipients”) under paragraph 4(e) of
the 2006 Long-Term Incentive Plan (the “Plan”), which was approved by Ferro Corporation
shareholders on November 3, 2006. (A Director who receives an Award is called a “Recipient”
below. The term “Ferro” below includes Ferro Corporation and its subsidiary and affiliated
companies.)
	 
	2.	 	Precedence of the Plan. The terms of this document are in all events subject to the terms
and conditions of the Plan. If there is any inconsistency between this document and the Plan,
then the Plan, and not this document, will govern. The Compensation Committee of the Board
of Directors (or such other committee as the Board may from time to time designate) (the
“Committee”) administers awards under the Plan and has the authority to determine the terms
and conditions, not inconsistent with the provisions of the Plan, of any Award granted under
this Plan. In this capacity, the Committee also has the authority to construe and interpret
the provisions of the Plan and all awards under the Plan and to establish, amend, and rescind
rules and regulations for the administration of the Plan, all of which will be binding on the
Recipient.
	 
	3.	 	Basic Award Terms. The name of the Recipient, the date of the Award, the number of Deferred
Stock Units being awarded, and the period over which the Deferred Stock Units will mature (the
“Deferral Period”) are set forth separately in Exhibit A to an award letter from Ferro to the
Recipient which refers expressly to this document.
	 
	4.	 	Deferred Stock Units. The Deferred Stock Units are represented by forfeitable shares of Ferro
Common Stock that will be converted into nonforfeitable shares of Ferro Common Stock at the
end of the Deferral Period. The Deferred Stock Units are subject to forfeiture if the
Recipient is no longer serving as a Director of the Company at the end of the Deferral Period
or has ceased serving as a Director of the Company as provided in clause 6, 7 or 8 below.
During the Deferral Period, the Recipient will not be entitled to receive dividends on the
 shares of Ferro Common Stock that correspond to the Deferred Stock Units or to exercise any
other rights pertaining to such shares.
	 
	5.	 	Conversion. As soon as practicable after the end of the Deferral Period, Ferro will deliver
to the Recipient the number of shares of Ferro Common Stock that correspond to the number of
Deferred Stock Units.
	 
	6.	 	Retirement. If a Recipient retires during the Deferral Period at the annual meeting
following his or her 70th birthday, then the Recipient will remain eligible to
receive at the end of the Deferral Period the number of shares of Common Stock of the Company
that correspond to the number of Deferred Stock Units.
	 
	7.	 	Disability. If a Recipient’s ceases to be a Director of the Company due to the Recipient’s
total and permanent disability during the Deferral Period, then the Recipient will be eligible
to receive at the end of the Deferral Period the number of shares of Common Stock of the
Company that correspond to the number of Deferred Stock Units.
	 
	8.	 	Death. If a Recipient dies during a Deferral Period, then the person who is entitled by will
or the applicable laws of descent and distribution will be eligible to receive at the end of
the Deferral Period the number of shares of Common Stock of the Company that correspond to the
number of Deferred Stock Units.
	 
	9.	 	Other Ceasation. If the Recipient’s ceases to be a Director of the Company before the end of
the Deferral Period for any reason other than those stated in clauses 6, 7, or 8 above, then
all of the forfeitable shares of Ferro Common Stock representing the Deferred Stock Units will
be forfeited and the Recipient will not be
eligible to receive any shares of Common Stock of the Company with respect thereto.




 









 












	10.	 	Legal Restrictions on Issuance of Shares. No shares of Ferro Common Stock will be issued in
respect of an Award if and to the extent such issuance would violate:






	 	A.	 	Any applicable state securities law;
	 
	 	B.	 	Any applicable registration or other requirements under the Securities Act of
1933 (the “1933 Act”), as amended, the Securities Exchange Act of 1934, as amended, or
the listing requirements of any stock exchange; or
	 
	 	C.	 	Any applicable legal requirement of any other government authority.






Ferro will make reasonable efforts to comply with the foregoing laws and requirements so as
to permit the issuance of shares of Ferro Common Stock in respect of Awards. Furthermore,
if a Registration Statement with respect to the shares to be issued in respect of an Award
is not in effect or if counsel for Ferro deems it necessary or desirable in order to avoid
possible violation of the 1933 Act, then Ferro may require, as a condition to its issuance
and delivery of certificates for the shares, the delivery to Ferro of a commitment in
writing by the person to whom the shares are being issued that at the time of such exercise
it is his or her intention to acquire such shares for his or her own account for investment
only and not with a view to, or for resale in connection with, the distribution thereof;
that such person understands the shares may be “restricted securities” as defined in Rule
144 of the Securities and Exchange Commission; and that any resale, transfer or other
disposition of said shares will be accomplished only in compliance with Rule 144, the 1933
Act, or the other Rules and Regulations there under. Ferro may place on the certificates
evidencing such shares an appropriate legend reflecting the aforesaid commitment and the
Company may refuse to permit transfer of such certificates until it has been furnished
evidence satisfactory to it that no violation of the 1933 Act or the Rules and Regulations
there under would be involved in such transfer.




	11.	 	Withholding. All amounts paid to or on behalf of the Recipient in respect of Deferred Stock
Units will be subject to withholding as required by law.
	 
	12.	 	Transferability. No Deferred Stock Units are transferable by the Recipient other than by
will or by the laws of descent and distribution.
	 
	13.	 	Adjustments on Changes in Capitalization. If at any time before the end of the Deferral
Period, the shares of Ferro Common Stock are changed or Ferro makes an “extraordinary
distribution” or effects a “prorata repurchase” of Common Stock as described in paragraph 7 of
the Plan or takes any other action described in that paragraph, then the shares issuable in
respect of an Award will be appropriately adjusted as provided in such paragraph.






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