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Exhibit 10.2
Agreement Between
Ferro Corporation and Werner F. Bush
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Werner F. Bush ("WFB") and Ferro Corporation hereby voluntarily enter into
the following Agreement:
1. Effective September 30, 1996, WFB shall cease to be an officer of Ferro,
but shall remain an employee of Ferro without specified duties, until the
earlier of January 3, 2000 or his death. WFB shall be retained on the payroll of
Ferro through December 31, 1996 at his preexisting salary level. Compensation
arrangements applicable after December 31, 1996 shall be as set forth in this
Agreement.
2. For the period January 1, 1997 through January 3, 2000, WFB shall be
retained on the payroll and shall be paid a salary at an annual rate of $543,750
payable in equal installments in accordance with Ferro's salaried employee
payroll practices at the time of any such payment. For purposes of pension
calculation, the $543,750 annual payment will be considered as $375,000 base
salary and $168,750 bonus.
3. WFB shall be entitled to bonus participation applicable to the year 1996
as 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. WFB'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
$375,000.00.
WFB shall not be entitled to any bonus applicable to periods after December
31, 1996.
4. WFB 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 reasonably request. No such request by Ferro shall unreasonably
interfere with other obligations or activities which WFB may undertake, nor
shall it impose travel expenses upon WFB unless Ferro agrees to reimburse WFB
for such expenses.
5. WFB will not be entitled to participate in the following Ferro employee
plans after September 30, 1996:
a. Salary continuation plan;
b. Long-term disability plan;
c. Business travel accident insurance.
WFB will be entitled to participate in the following employee plans (or
their successor plans) as a continuing salaried employee through January 3,
2000:
a. Ferro FlexChoice Program;
b. Savings and Stock Ownership Plan;
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c. Ferro Corporation Retirement Plan;
d. Ferro Corporation Excess Benefits Plan; and
e. Annual executive physical
WFB's continued participation in such plans is subject to the ongoing right
of Ferro to modify, amend or discontinue such plans (and the Ferro Salaried
Retiree Medical Program) in any manner, so long as any such modification,
amendment or discontinuance is one of general application, rather than one that
uniquely discriminates against WFB.
Effective February 1, 2000, WFB 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 WFB dies prior to February 1, 2000, 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.
6. Commencing February 1, 2000, Ferro will pay to WFB 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. In the event WFB predeceases his wife after payments under
this Section 6. 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 WFB predeceases his
wife before payments under this Section 6 have commenced, his wife shall be
entitled to receive (a) for the balance of the period to January 3, 2000, those
amounts which would otherwise be payable to WFB under Section 1, 2, and 3
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 WFB had been an active salaried
employee at the time of his death.
7. The provisions of this Agreement are based upon an election by WFB of
early retirement as of February 1, 2000 and the commencement of early retirement
income payments to him as of that date under the Ferro Corporation Retirement
Plan.
Pursuant to Agreement between WFB and Ferro, WFB shall elect such early
retirement as of February 1, 2000.
8. Provided that he survives to January 3, 2000, WFB shall be deemed to
have retired as of February 1, 2000, 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
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employment on January 31, 2000. WFB 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 WFB on account of unused vacation,
illness or personal absence, it being deemed that any such obligations are
fulfilled by the terms of this Agreement.
10. WFB may continue to use a Ferro provided leased automobile. Ferro will
insure and will reimburse WFB for maintenance expenses for the vehicle. At any
time prior to the expiration of the current lease, WFB 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 WFB, at Ferro's
expense, the services of KPMG Peat Marwick with respect to tax advice and tax
return preparation through December 31, 1999, as well as the preparation of
WFB's 1999 tax returns, whenever completed.
12. WFB hereby reaffirms his obligations and commitment pursuant to that
Employment Agreement between Ferro and WFB (the "Secrecy Agreement") that he
signed at the time of commencement of his employment with Ferro. WFB agrees that
he will not, at any time prior to January 3, 2000 without Ferro's prior written
consent, accept any other employment or engage, as a proprietor, consultant,
partner, or otherwise in any outside business or enterprise, which, with respect
to such employment or engagement, is engaged in activities competitive with the
business of Ferro as carried on during WFB's tenure as Executive Vice President
and Chief Operating Officer of Ferro. Except as aforesaid, no other restriction
or noncompetition obligations shall be imposed upon WFB and WFB shall be free to
obtain employment or participate as a principal, shareholder, or partner in any
other business enterprise.
13. WFB 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 employment of its employees. It
also includes a release of all rights under his Executive Employment Agreement
with Ferro as amended and restated July 28, 1995.
This release also includes waiver of any right WFB 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. WFB 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 WFB under his Executive Employment
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Agreement with Ferro.
15. In the event of the death of WFB prior to December 31, 1999, the
payments described in Section 1, 2, and 3 hereof shall continue to be paid to
his surviving spouse and, in the event of her death prior to December 31, 1999,
to WFB's estate, until completion of payment of the amounts provided for in such
Section 1, 2 and 3.
16. This Agreement hereby expressly incorporates by reference the
provisions pertaining to mitigation and offset, arbitration, and 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 WFB 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 the 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 agreement between WFB and Ferro, and of any plans or policies of Ferro
applicable to WFB.
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: September 30, 1996 /s/ Werner F. Bush
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Werner F. Bush
FERRO CORPORATION
DATE: September 30, 1996 BY: /s/ Albert C. Bersticker
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Albert C. Bersticker