EX-10.18






EXHIBIT 10.18




TERMS OF PERFORMANCE SHARE AWARDS





	1.	 	Generally. This document sets forth the terms and conditions under which an award (an
“Award”) of forfeitable shares of Ferro Common Stock (“Performance Shares”) are made under
paragraph 4(d) of the 2003 Long-Term Incentive Compensation Plan (the “Plan”), which was
approved by Ferro Corporation shareholders on April 25, 2003. (The recipient of an Award is
called the “Performance Share 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 & Organization 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 Performance Share Recipient.






	3.	 	Basic Award Terms. The name of the Performance Share Recipient, the date of the Award, the
number of Performance Shares being awarded, the period over which the Performance Shares will
mature (the “Performance Period”), and the targets which must be achieved in order to earn the
Performance Shares (the “Performance Targets”) are set forth separately in Exhibit A to an
award letter from Ferro to the Performance Share Recipient which refers expressly to this
document.






	4.	 	Performance Shares. The Performance Shares are represented by shares of Ferro Common Stock
that will be converted into nonforfeitable shares of Ferro Common Stock at the end of the
Performance Period if Performance Targets have been met (as further explained below). The
Performance Shares are subject to forfeiture if the Performance Targets have not been achieved
at the end of the Performance Period. During the Performance Period, however, the Performance
Share Recipient will be entitled to receive dividends on the shares of Ferro Common Stock that
represent the Performance Shares and to exercise all other rights pertaining to such shares
except the right to assign, encumber or transfer such shares.






	5.	 	Performance Targets. The Committee establishes the Performance Targets that apply to a given
Award. When determining whether Performance Targets have been attained, the Committee will
have the discretion to make adjustments to take into account extraordinary or nonrecurring
items or events, or unusual nonrecurring gains or losses identified in Ferro’s financial
statements, provided such adjustments are (to the extent applicable) made in a manner
consistent with Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”).
Awards of Performance Shares made to Participants subject to Section 162(m) of the Code are
intended to qualify under Section 162(m) and the Committee will interpret the terms of such
Awards in a manner consistent with that intent to the extent appropriate.






	6.	 	Conversion. As soon as practicable after Ferro’s independent auditors have issued their
report on Ferro’s financial results for the Performance Period, Ferro will calculate and
deliver to the Performance Share Recipient the value of the Award. The value of the Award
will be determined by multiplying (a) the number of Performance Shares covered by the Award
times (b) a Conversion Rate set forth in Exhibit A to the award letter times (c) the average
closing price for Ferro Common Stock during the first ten calendar days of the last month of
the Performance Period.






	7.	 	Payment. Ferro will pay one-half of the value of the Award in nonforfeitable shares of Ferro
Common Stock and the remaining one-half in cash. (At that time, the forfeitable shares of
Ferro Common Stock issued in respect of such Award will be cancelled.) Any fractional share
will be rounded down to the nearest whole number.




 









 












	8.	 	Retirement. If a Performance Share Recipient retires from his or her employment with Ferro
under a Ferro retirement plan or policy (including early retirement) during the Performance
Period, then a pro rata share of the forfeitable shares of Ferro Common Stock representing the
Performance Shares will be forfeited. In such case, however, the Performance Share Recipient
will remain eligible to receive a payment at the end of the Performance Period in respect of
the Award based on the remaining unforfeited shares of Ferro Common Stock. The pro rata share
of forfeited shares will be measured by a fraction the numerator of which is the number of
full calendar months in the Performance Period after Performance Share Recipient’s retirement
and the denominator of which is the number of full calendar months in the Performance Period.






	9.	 	Disability. If a Performance Share Recipient’s employment terminates due to the Performance
Share Recipient’s total and permanent disability during the Performance Period, then a pro
rata share of the forfeitable shares of Ferro Common Stock representing the Performance Shares
will be forfeited. In such case, however, the Performance Share Recipient will remain
eligible to receive a payment at the end of the Performance Period in respect of the Award
based on the remaining unforfeited shares of Ferro Common Stock. The pro rata share of
forfeited shares will be measured by a fraction the numerator of which is the number of full
calendar months in the Performance Period after Performance Share Recipient’s termination of
employment and the denominator of which is the number of full calendar months in the
Performance Period.






	10.	 	Death. If a Performance Share Recipient dies during a Performance Period, then a pro rata
share of the forfeitable shares of Ferro Common Stock representing the Performance Shares will
be forfeited. In such case, however, the person who is entitled by will or the applicable
laws of descent and distribution will be eligible to receive a payment at the end of the
Performance Period in respect of the Award based on the remaining unforfeited shares of Ferro
Common Stock (a) in full in the case of a Performance Share Recipient who was employed by
Ferro at the time of his or her death or (b) in the case of a Performance Share Recipient not
so employed, to the extent that the Performance Share Recipient would have been entitled to
exercise the same immediately before his or her death. The pro rata share of forfeited shares
will be measured by a fraction the numerator of which is the number of full calendar months in
the Performance Period after Performance Share Recipient’s death and the denominator of which
is the number of full calendar months in the Performance Period.






	11.	 	Other Termination of Employment. If the Performance Share Recipient’s employment with Ferro
terminates before the end of the Performance Period for any reason other than those stated in
clauses 8-10 above, then all of the forfeitable shares of Ferro Common Stock representing the
Performance Shares will be forfeited and the Performance Share Recipient will not be eligible
to receive any payment in respect of the Award at the end of the Performance Period.






	12.	 	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





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	 	 	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 thereunder. 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 thereunder would be involved in
such transfer.






	13.	 	Forfeiture. The Performance Share Recipient will forfeit his or her Performance Shares if,
during the Performance Period, he or she—






	 	A.	 	Directly or indirectly, engages in, or assists or has a material ownership
interest in, or acts as agent, advisor or consultant of, for, or to any person, firm,
partnership, corporation or other entity that is engaged in the manufacture or sale of
any products manufactured or sold by Ferro or any products that are logical extensions,
on a manufacturing or technological basis, of such products;






	 	B.	 	Discloses to any person any proprietary or confidential business information
concerning Ferro or any Ferro officers, Directors, employees, agents, or
representatives which the Performance Share Participant obtained or which came to his
or her attention during the course of his or her employment with Ferro;






	 	C.	 	Takes any action likely to disparage or have an adverse effect on Ferro, its
subsidiaries, or affiliates or any of Ferro’s officers, Directors, employees, agents,
or representatives;






	 	D.	 	Induces or attempts to induce any Ferro employee to leave the employ of Ferro
or otherwise interferes with the relationship between Ferro and any of Ferro’s
employees, or hires or assists in the hiring of any person who was a Ferro employee, or
solicits, diverts or otherwise attempts to take away any customers, suppliers, or
co-venturers of Ferro, either on the Performance Share Recipient’s own behalf or on
behalf of any other person or entity; or






	 	E.	 	Otherwise performs any act or engages in any activity which in the opinion of
the Committee is inimical to the best interests of Ferro.






	14.	 	Withholding. All amounts paid to or on behalf of the Performance Share Recipient in respect
of Performance Shares will be subject to withholding as required by law.






	15.	 	Transferability. No Performance Shares are transferable by the Performance Share Recipient
other than by will or by the laws of descent and distribution, and is exercisable during the
lifetime of the Performance Share Recipient.






	16.	 	Adjustments on Changes in Capitalization. If at any time before the end of the Performance
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 8 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.






	17.	 	Employment at Will. By countersigning and returning to Ferro a copy of the grant letter, the
Performance Share Recipient acknowledges and agrees that, as in the past, he or she is an
employee at will of Ferro.






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