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EXHIBIT 10
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SCHEDULE I
Ferro Corporation has entered into executive employment agreements with
its officers listed below substantially identical in all material respects to
the Form of Amended and Restated Executive Employment Agreement (Exhibit 10(b)
to Ferro Corporation's Form 10-Q for the three months ended September 30, 1995,
which Exhibit is incorporated herein by reference), except the lump sum
severance payment is equal to a full year's compensation (base salary and
incentive compensation) multiplied by three in the cases of Albert C.
Bersticker, Werner F. Bush and Hector R. Ortino and multiplied by two in the
case of all other officers.
Albert C. Bersticker
Werner F. Bush
David G. Campopiano
R. Jay Finch
James B. Friederichsen
D. Thomas George
J. Larry Jameson
Charles M. Less
Hector R. Ortino
Richard C. Oudersluys
Thomas O. Purcell
Gary H. Ritondaro
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Exhibit 10.1
Separation Agreement Between
Ferro Corporation and James F. Fisher
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James F. Fisher ("JFF") and Ferro Corporation ("Ferro") hereby voluntarily
enter into the following Separation Agreement:
1. Effective March 31, 1995, JFF shall cease to be an officer of Ferro,
but shall remain an employee of Ferro without specified duties, until the
earlier of September 30, 1997 or his death. JFF shall be retained on the
payroll of Ferro through September 30, 1995 at his pre-existing salary level.
Compensation arrangements applicable after September 30, 1995 shall be as set
forth in this Agreement.
2. For the period October 1, 1995 through September 30, 1997, JFF shall be
retained on the payroll and shall be paid a salary at an annual rate of
$319,200.00, payable in equal installments in accordance with Ferro's salaried
employee payroll practices at the time of any such payment.
3. JFF shall be entitled to bonus participation applicable to the year
1995 at 75% of the bonus that would otherwise be payable if he had remained
employed in his executive capacity for the full year. Bonus payments will be
made in accordance with the timing of payments of bonus to other executive
participants in the Ferro bonus program. JFF's personal performance bonus
calculation shall be made based upon a 100% personal performance rating. Bonus
calculations will be based on an annual salary of $228,000.00.
JFF shall not be entitled to any bonus applicable to periods after
September 30, 1995.
4. JFF will make himself available to Ferro for consultation by telephone
or in person at Ferro's headquarters in Cleveland, Ohio as Ferro may from time
to time
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reasonably request. No such request by Ferro shall unreasonably interfere with
other obligations or activities which JFF may undertake, nor shall it impose
travel expenses upon JFF unless Ferro agrees to reimburse JFF for such
expenses.
5. JFF will not be entitled to participate in the following Ferro employee
plans after September 30, 1995:
a. Salary continuation plan;
b. Long-term disability plan;
c. Workers compensation benefits; and
d. Business travel accident insurance.
JFF will be entitled to participate in the following employee plans (or
their successor plans) as a continuing salaried employee through September 30,
1997:
a. Ferro Flex Choice Program;
b. Savings and Stock Ownership Plan;
c. Ferro Corporation Retirement Plan; and
d. Ferro Corporation Excess Benefits Plan.
JFF's continued participation in such plans is subject to the ongoing
right of Ferro to modify, amend or discontinue such plans in any manner, so
long as any such modification, amendment or discontinuance is one of general
application, rather than one that uniquely discriminates against JFF.
Effective October 1, 1997, JFF shall be eligible to participate as a
retiree in the Ferro Salaried Retiree Medical Program (or any successor plan),
provided he follows the procedures in such plan to activate his participation.
If JFF dies prior to October 1, 1997 his wife shall become eligible to
participate in the Ferro Salaried Retiree Medical Program or any successor plan
as if she were a qualified widow of a salaried retiree.
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6. Commencing October 1, 1997, Ferro will pay to JFF a monthly pension,
for the balance of his lifetime. In the amount determined by the terms and
provisions of the Ferro Corporation Retirement Plan and the Ferro Corporation
Excess Benefits Plan. Such amount is currently estimated at $10,152.34. This
amount has been determined in accordance with the assumptions and procedures
set forth in Appendix I. In the event JFF predeceases his wife after payments
hereunder have commenced, his wife shall be entitled to receive a surviving
spouse's benefit as provided by the Ferro Corporation Retirement Plan and Ferro
Corporation Excess Benefits Plan. In the event JFF predeceases his wife before
payments hereunder have commenced, his wife shall be entitled to receive (a)
for the balance of the period to October 1, 1997, those amounts which would
otherwise be payable to JFF under Section 2 hereof, were it not for his death,
and (b) such surviving spousal pension benefits as are provided under the Ferro
Corporation Retirement Plan and Ferro Corporation Excess Benefits Plan as
though JFF had been an active salaried employee at the time of his death.
7. The provisions of this Agreement are based upon an election by JFF of
early retirement as of October 1, 1997 and the commencement of early retirement
income payments to him as of that date under the Ferro Corporation Retirement
Plan. Pursuant to Agreement between JFF and Ferro, JFF shall elect such early
retirement as of October 1, 1997.
8. Provided that he survives to September 30, 1997, JFF shall be deemed to
have retired as of October 1, 1997, with respect to his rights under the Ferro
Stock Option Plan and Performance Share Plan, and the stock option awards and
performance share awards and agreements pursuant to such Plans shall be
determined under the provisions of those Plans and those agreements, based upon
termination of employment through such deemed early retirement, on September
30, 1997. JFF
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shall not be entitled to receive additional awards under those Plans in
addition to those granted prior to the date of this Agreement.
9. Ferro shall have no obligation to JFF on account of unused vacation,
illness or personal absence, supplemental retirement program or excess benefits
plan, it being deemed that any such obligations are fulfilled by the terms of
this Agreement.
10. JFF may continue to use a Ferro provided leased automobile. Ferro will
insure and will reimburse JFF for maintenance and operating expenses for the
vehicle in accordance with past practice. At any time after the date of this
Agreement, but no later than September 30, 1997, JFF will either return the
automobile to Ferro or purchase it at a price to be provided and arrangements
made through Ferro's Corporate Purchasing Department.
11. Ferro will continue to cause to be made available to JFF, at Ferro's
expense, the services of KPMG Peat Marwick with respect to tax advice and tax
return preparation through October 1, 1997, as well as the preparation of JFF's
1997 tax returns, whenever completed.
12. JFF hereby reaffirms his obligations and commitments pursuant to that
Employment Agreement between Ferro and JFF dated March 21, 1969 ("the Secrecy
Agreement") that he previously signed with Ferro.
13. JFF hereby releases and discharges Ferro, its successors,
subsidiaries, employees, officers, directors and representatives from all
claims, liabilities, demands and causes of action, known or unknown, fixed or
contingent, which he may have or claim to have against them, or any of them,
(other than his rights under or described in this Agreement). This includes,
but is not limited to, claims arising under Federal, state or local laws
prohibiting age, sex, race or other forms of discrimination or claims arising
out of any legal or equitable restrictions on Ferro's right to terminate the
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employment of its employees. It also includes a release of all rights under his
Executive Employment Agreement with Ferro dated October 1, 1991.
This release also includes waiver of any right JFF may have or claim to
have to recovery in any lawsuit brought on his behalf by any state or Federal
agency with respect to his employment termination.
14. JFF agrees to furnish to Ferro such documentation as Ferro may
reasonably request for the release to Ferro of any funds held in escrow to
secure Ferro's obligations to JFF under his Executive Employment Agreement with
Ferro.
15. In the event of the death of JFF prior to October 1, 1997, the
payments described in Section 2 hereof shall continue to be paid to his
surviving spouse and, in the event of her death prior to October 1, 1997, to
JFF's estate, until completion of payment of the amounts provided for in such
Section 2.
16. This Agreement hereby expressly incorporates by reference the
provisions of Sections IV(H) (pertaining to mitigation and offset), VII
(pertaining to arbitration), and VIII(A) (pertaining to successors and assigns,
but as if it referred to the compensation and benefits payable under this
Agreement, rather than those payable under the Executive Employment Agreement),
of the Executive Employment Agreement, as if such provisions were fully
rewritten herein and applicable as between JFF and Ferro.
17. For Federal, state, and local income tax reporting and withholding
purposes, the payments in Sections 2 and 6 herein shall be deemed taxable and
therefore reported as such in the years which the payments are made. For
purposes of employment tax under Internal Revenue Code Section 3121(v)(2)(A),
the payments under Section 6, to the extent subject to tax shall be deemed
taxable.
18. Except as specifically provided otherwise in this Agreement, the terms
of this Agreement shall supersede any different or conflicting provisions of
any other
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agreement between JFF and Ferro, and of any plans or policies of Ferro
applicable to JFF.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original, but all
of which shall collectively constitute one and the same instrument.
Date: March 22, 1995 /s/ James F. Fisher
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James F. Fisher
FERRO CORPORATION
DATE: March 22, 1995 By: /s/ Hector R. Ortino
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