CHANGE IN CONTROL AGREEMENT

A.

The Board of Directors (the “Board”) of the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change in control exists;

B.

The Board also recognizes any such change in control could engender uncertainty among members of the Company’s management team that could result in distraction or departure of key management personnel at a time when the services of such management team members are particularly critical to the Company and its shareholders;

C.

The Board has determined that it is in the best interests of the Company and its shareholders to foster the continued employment of key management personnel during such periods of possible uncertainty;

D.

Mr. Kirsch is a key member of the Company’s management team; and

E.

The Company and Mr. Kirsch desire to enter into this Agreement to accomplish that objective.

1.1

Overview of the Agreement. The purpose of this Agreement is to reinforce and encourage Mr. Kirsch’s continued attention and dedication to his assigned duties in the face of potential distractions arising from a Potential Change in Control (as defined in Section 2.1 below) and/or a Change in Control (as defined in Section 3.1 below). In order to achieve this purpose, in this Agreement the Company undertakes to make or provide Mr. Kirsch certain payments and benefits, and to take certain actions in connection with, a Potential Change in Control and/or Change in Control. By this Agreement, however, the parties do not intend to create, and have not created, a contract of employment, express or implied, between Mr. Kirsch and the Company.

1.2

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

1.3

Construction. For purposes of this Agreement:

(A)

The term “parties” means Mr. Kirsch and Ferro.

(B)

The term “today” means the date written in the Preamble to this Agreement.

(C)

All currency amounts stated in this Purchase Agreement are in United States Dollars.

(D)

All references to sections of statutes, such as the Exchange Act or the Internal Revenue Code, also refer to any successor provisions to such sections.

1.4

Term. The term of this Agreement (the “Term”) is the period beginning today and ending on December 31, 2010; provided, however , that, beginning December 31, 2009, and on each anniversary of such date (such date and each annual anniversary thereof being called the “Renewal Date” below), the Term will automatically be extended so as to terminate two years from such Renewal Date, unless, at least 90 days before a Renewal Date, the Company has given Mr. Kirsch written notice that the Term will not be so extended; and provided further that, if a Change in Control occurs during the Term, then the Term will automatically be extended and will not terminate earlier than the last day of the 24 ^th month after the month in which such Change in Control occurred. Notwithstanding any other provision of this Agreement, but except as otherwise provided in Section 2.3 below, the Term will expire immediately if Mr. Kirsch’s employment terminates for any reason before a Change in Control occurs.

2.1

Meaning of “Potential Change in Control.” For purposes of this Agreement, a “Potential Change in Control” shall have occurred if and when any of the following occurs:

A.

Accumulation of Ownership. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 20% or more of either the then outstanding shares of common stock of the Company or the combined voting power of the Company’s then outstanding securities; or

B.

Proxy Solicitation. Any Person commences a solicitation (as defined in Rule 14a-1 of the General Rules and Regulations under the Exchange Act) of proxies or consents which has the purpose of effecting or would (if successful) result in a Change in Control; or

C.

Tender or Exchange Offer. A tender or exchange offer for voting securities of the Company, made by a Person, is first published or sent or given (within the meaning of Rule 14d-2(a) of the General Rules and Regulations under the Exchange Act); or

D.

Change in Control Agreement. The Company enters into an agreement, the consummation of which would result in a Change in Control; or

E.

Public Announcement. The Company or any Person publicly announces an intention to take or to consider taking actions which, if consummated, would constitute a Change in Control; or

F.

Board Determination. The Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.

2.2

Actions on Potential Change in Control. Within five business days after a Potential Change in Control occurs, the Company will deposit into an irrevocable trust account (the “Trust Account”) funds necessary to satisfy the requirements of this Section 2.2 to secure the payments and benefits provided Mr. Kirsch under this Agreement.

A.

Trustee. The trustee (the “Trustee”) will be The Bank of New York Mellon Corporation (or its successor in interest). (If for any reason The Bank of New York Mellon Corporation (or its successor in interest) cannot or will not serve as Trustee, then the parties will choose another financial institution satisfactory to both the Company and Mr. Kirsch (or Mr. Kirsch’s executor or other personal representative) or, if the parties cannot agree on such Trustee, then a financial institution appointed by a court of competent jurisdiction.)

B.

Trust Agreement. The Company and The Bank of New York Mellon Corporation have previously executed and delivered to each other a Trust Agreement (the “Trust Agreement”) in connection with this Agreement and corresponding agreements between the Company and other key Ferro executives. Ferro reserves the right to negotiate from time to time amendments, modifications, restatements, and clarifications of the Trust Agreement, so long as, after giving effect to each such amendment, modification, restatement or clarification, the security provided to Mr. Kirsch under this Article 2 would not be materially or adversely affected thereby. Ferro will make available to Mr. Kirsch a copy of the Trust Agreement (as so amended, modified, restated, or clarified) upon request. Mr. Kirsch hereby consents to the Trust Agreement (as the same may be so amended, modified, restated, or clarified from time to time in accordance with this Section 2.2.B) and acknowledges that the Trustee and its successors and assigns will have the right to rely, and will rely, upon such consent. The Company will pay all fees and expenses of the Trustee.

C.

Trust Account. As provided in the Trust Agreement, the Company intends the Trust Account to be a “Rabbi Trust,” meaning that, upon deposit of funds into the Trust Account, the Company will have no right to request or demand the return of funds in the Trust Account (except as provided in Section 2.2.G below) but that such funds will be available to satisfy valid claims of the Company’s general creditors in the event of the Company’s bankruptcy. Mr. Kirsch will have no right to accelerate any payments from the Trust Account in the event of the Company’s bankruptcy. The Company has agreed in the Trust Agreement to notify the Trustee immediately in the event of the Company’s insolvency or bankruptcy. Under no circumstances, however,

(1)

will the Company fund or be obligated to fund the Trust, solely to the extent that and solely for so long as, doing so would result in taxable income to Mr. Kirsch by reason of Section 409A(b) of the Internal Revenue Code, or

(2)

will any Trust assets at any time be located or transferred outside of the United States (within the meaning of Section 409A(b) of the Internal Revenue Code).

D.

Deposit into Trust. Within five business days after a Potential Change in Control occurs, the Company will deposit into the Trust Account an amount (the “Trust Amount”) equal to –

(1)

18 times Mr. Kirsch’s base salary at the time the Potential Change in Control occurs (the “Base Trust Amount”), or

(2)

If less than the Base Trust Amount, such amount as may have been determined by a final arbitral award rendered in accordance with this Agreement determining that a specific lesser amount fully secures the Company’s obligations to Mr. Kirsch under this Agreement, or

(3)

If less than the Base Trust Amount, such other amount as to which the Company and Mr. Kirsch have agreed in writing.

E.

Investment of Funds in the Trust Account. The Company will have the right to instruct the Trustee to invest all or any part of the funds in the Trust Account in time deposits or certificates of deposit with, or repurchase or other obligations of, the Trustee, in its individual corporate capacity, or any of its domestic or foreign branches, or any other bank (as determined by the Company), or obligations issued or guaranteed by the United States or any of its agencies or instrumentalities, provided that no such investment will be for a period in excess of 90 days. The Trustee will have no liability whatsoever for following the instructions of the Company regarding any such investment, or for any loss in value of the Trust Account as a consequence of any such investment or the liquidation thereof.

F.

Alternative Forms of Trust Funds. The Company may, if it so chooses, meet its obligation to keep amounts on deposit in the Trust Account through –

(1)

Deposits of cash or liquid assets;

(2)

One or more letters of credit deposited in the Trust Account; or

(3)

Any combination of the foregoing.

G.

Disbursement of Trust Funds. Generally, The Trustee will disburse funds from the Trust Account only as follows:

(1)

If both parties deliver to the Trustee a joint instruction to disburse funds from the Trust Account to the Company and/or Mr. Kirsch, then the Trustee will disburse funds from the Trust Account as so instructed.

(2)

If Mr. Kirsch delivers to the Trustee a certificate stating that the Company is in default of its obligations to Mr. Kirsch under this Agreement, then the Trustee will disburse from the Trust Account to Mr. Kirsch the amount that Mr. Kirsch certifies is owing to him under this Agreement.

(3)

If either party delivers to the Trustee a final arbitral award rendered in accordance with this Agreement, then the Trustee will disburse funds from the Trust Account as prescribed in such arbitral award.

(4)

If a Potential Change in Control has occurred but a Change in Control did not occur within 12 months thereafter, then Trustee will disburse the entire balance, as the same may have increased or decreased as a consequence of the investments described in Section 2.2.E above, of the Trust Account to the Company.

(5)

If either party delivers to the Trustee a signed waiver and release from Mr. Kirsch waiving any further claim to the funds held in the Trust Account, then Trustee will disburse the entire balance, as the same may have increased or decreased as a consequence of the investments described in Section 2.2.E above, of the Trust Account to the Company.

2.3

Termination After a Potential Change of Control But Before a Change of Control. In order to protect Mr. Kirsch if his employment with the Company is terminated after a Potential Change in Control occurs but before a Change in Control occurs, the following provisions will apply:

A.

If the Company terminates Mr. Kirsch’s employment Without Cause (as defined in Section 3.2.B below) after a Potential Change in Control occurs but before a Change in Control occurs (whether or not such Change in Control ever actually occurs), and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, then such termination will be deemed to be, and will be treated as if it were, a termination by the Company Without Cause after a Change in Control and will be governed by Section 3.2.B below.

B.

If Mr. Kirsch terminates his employment for Good Reason (as defined in Section 3.2.C below) after a Potential Change in Control occurs but before a Change in Control occurs (whether or not such Change in Control ever actually occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, then such termination will be deemed to be, and will be treated as if it were, a termination by Mr. Kirsch for Good Reason after a Change in Control and will be governed by Section 3.2.C below.

3.1

Meaning of “Change in Control.” For purposes of this Agreement, a “Change in Control” will be deemed to have occurred if and when any of the following occurs:

A.

Accumulation of Ownership. Any Person becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 25% or more of either

(1)

The then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”), or

(2)

The combined voting power of the Company’s then-outstanding securities entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);

B.

Certain Changes in Board Membership. The following individuals (the “Incumbent Board”) cease for any reason to constitute a majority of the number of Directors then serving:

(1)

Individuals who are Directors today, and

(2)

New Directors (other than a Director whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board) whose appointment or election by the Board or nomination for election by the Company’s shareholders was approved or recommended by a vote of at least two-thirds ( ² / ₃ ) of the Directors then still in office who either were Directors as of today or whose appointment, election, or nomination for election was previously so approved or recommended; or

C.

Merger or Consolidation; Sale of Assets. Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination,

(1)

All or substantially all of the individuals and entities that were the Beneficial Owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately before such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately before such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be,

(2)

No Person (other than a corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 25% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and

(3)

At least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or

D.

Liquidation; Dissolution. Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

3.2

The Company’s Obligations Generally . If Mr. Kirsch’s employment terminates after a Change in Control occurs, then the Company will pay or provide Mr. Kirsch payments and benefits described in this Article 3, depending upon the circumstances under which his employment terminates as follows:

A.

Termination With Cause. Within two years following a Change in Control, the Company will have the right to terminate Mr. Kirsch’s employment with or without Cause. For purposes of this Agreement, “Cause” shall mean any of the following reasons:

(1)

Mr. Kirsch has been convicted of a felony or Mr. Kirsch has entered a plea of guilty or nolo contendere to a felony; or

(2)

Mr. Kirsch is guilty of dishonesty resulting or intended to result directly or indirectly in significant gain or personal enrichment to Mr. Kirsch that is materially and demonstrably injurious to the Company; or

(3)

Mr. Kirsch fails willfully and on a continuing basis substantially to perform his duties with the Company (other than any such failure resulting from incapacity due to mental or physical illness) after the Applicable Board demands in writing that Mr. Kirsch perform such duties, which demand must specifically identify the manner in which the Applicable Board believes that Mr. Kirsch has not substantially performed his duties, and such failure results in demonstrably material injury to the Company.

B.

Termination Without Cause. The Company will have the right to terminate Mr. Kirsch’s employment at any time after a Change in Control but, unless such termination meets the requirements of Section 3.2.A above, such termination will constitute a termination “Without Cause.”

C.

Termination for Good Reason. At any time within two years after a Change in Control, Mr. Kirsch will have the right to terminate his employment with the Company for any of the following reasons (such reasons constituting “Good Reason” under this Agreement) to which Mr. Kirsch has not given his prior written consent:

(1)

The assignment to Mr. Kirsch of any duties inconsistent with Mr. Kirsch’s status as a senior executive officer of the Company, a change in Mr. Kirsch’s title or a substantial adverse alteration in the nature or status of Mr. Kirsch’s responsibilities or reporting relationship (whether or not occurring solely as a result of the Company’s ceasing to be a publicly traded entity), in each case from those in effect immediately before the Change in Control; or

(2)

The removal of Mr. Kirsch from or failure to re-elect Mr. Kirsch to any positions held by Mr. Kirsch immediately before the Change in Control (except in connection with termination of Mr. Kirsch’s employment for Cause, Disability or Retirement or as a result of Mr. Kirsch’s death or voluntary termination without Good Reason); or

(3)

A reduction by the Company in Mr. Kirsch’s annual base salary and/or annual incentive target as in effect immediately before the Change in Control or as the same may be increased from time to time; or

(4)

The relocation of Mr. Kirsch’s principal place of employment to a location which increases Mr. Kirsch’s one-way commuting distance by more than 25 miles over Mr. Kirsch’s one-way commuting distance immediately before the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with Mr. Kirsch’s business travel obligations immediately before the Change in Control; or

(5)

The failure by the Company to pay to Mr. Kirsch any portion of Mr. Kirsch’s current compensation, or to pay to Mr. Kirsch any portion of an installment of deferred compensation under any deferred compensation program of the Company, within five business days of the date such compensation is due; or

(6)

The failure by the Company to continue in effect any Benefit Plan in which Mr. Kirsch participates immediately before the Change in Control unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such Benefit Plan, or the failure by the Company to continue Mr. Kirsch’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount or timing of payment of benefits provided and the level of Mr. Kirsch’s participation relative to other participants, as existed immediately before the Change in Control; provided, however , that the Company may make modifications in such Benefit Plans so long as such modifications are required by law or are generally applicable to all salaried employees of the Company who participate in such plans and to all salaried employees of any Person in control of the Company who participate in such plans and do not discriminate against highly-paid employees of the Company.

(7)

The failure by the Company to provide Mr. Kirsch with the number of paid vacation days to which Mr. Kirsch is entitled in accordance with the Company’s normal vacation policy in effect immediately before the Change in Control (or pursuant to a special vacation agreement or arrangement then in effect with respect to Mr. Kirsch);

(8)

Any purported termination of Mr. Kirsch’s employment which is not effected pursuant to a Termination Notice satisfying the requirements of Section 8.1 below (and for purposes of this Agreement, no such purported termination shall be effective); or

(9)

Any failure of the Company to obtain assumption of this Agreement, as set forth in Section 10.1 below.

(i)

Any claim by Mr. Kirsch that Good Reason exists shall be presumed to be correct unless the Company establishes to the Board by clear and convincing evidence that Good Reason does not exist.

(ii)

Mr. Kirsch’s right to terminate his employment for Good Reason will not be affected by his incapacity due to physical or mental illness.

(ii)

Mr. Kirsch’s death following delivery of a notice of termination for Good Reason will not affect Mr. Kirsch’s estate’s entitlement to severance payments benefits provided hereunder upon a termination of employment for Good Reason.

(iv)

Mr. Kirsch’s continued employment will not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason.

(v)

A voluntary resignation by Mr. Kirsch for any reason at any time during the 90-day period commencing on the first anniversary of the Change in Control will conclusively constitute Good Reason.

3.3

Salary and Benefit Continuation on Termination After a Change in Control. If Mr. Kirsch’s employment is terminated for any reason within two years following a Change in Control and during the Term, then the Company will –

A.

Pay Mr. Kirsch through the Termination Date his full unreduced salary ( i.e. , his salary immediately before the Termination Date) or, if higher, Mr. Kirsch’s highest base salary rate in effect at any time during the calendar year immediately preceding the Change in Control, and

B.

Provide Mr. Kirsch through the Termination Date with all compensation and benefits to which he would otherwise have been entitled under the terms of the applicable compensation and benefit plans, programs, or arrangements of the Company or any Affiliate of the Company as in effect immediately before the Termination Date or, if more favorable to Mr. Kirsch, as in effect immediately before the Change in Control.

3.4

Severance Payments. In addition to any payments or benefits Mr. Kirsch may be entitled to receive under Section 3.3 above and Article 4 below, if a Change in Control occurs and Mr. Kirsch’s employment is terminated during the Term (i) by the Company Without Cause (other than by reason of Mr. Kirsch’s death), (ii) by the Company by reason of Mr. Kirsch’s Disability or (iii) by Mr. Kirsch for Good Reason, then the Company will pay Mr. Kirsch the following amounts, and provide Mr. Kirsch the following benefits (collectively, the “Severance Payments”):

A.

Annual Incentive Plan. Within 35 days after the Termination Date, the Company will pay Mr. Kirsch a lump sum amount, in cash, equal to–

(1)

the pro rata portion of Mr. Kirsch’s annual incentive compensation under the Annual Incentive Plan for the calendar year in which the Termination Date occurs, such amount to be determined by multiplying Mr. Kirsch’s targeted annual incentive compensation amount by a fraction, the numerator of which is the number of days in such calendar year which had elapsed as of the Termination Date and the denominator of which is 365; plus

(2)

if Mr. Kirsch has not then been paid his annual incentive compensation under the Annual Incentive Plan for the calendar year immediately preceding his Termination Date, Mr. Kirsch’s targeted annual incentive compensation amount for that preceding year.

B.

Termination Payment. Within 35 business days after the Termination Date, the Company will pay Mr. Kirsch a lump sum termination payment, in cash, equal to the product of –

(1)

The sum of –

(a)

Mr. Kirsch’s annual base salary (including the annual amount of any periodic cash allowances to which Mr. Kirsch is entitled) as in effect immediately before the Termination Date (without giving effect to any reduction in base salary, which reduction constitutes an event of Good Reason) or, if higher, the highest base salary rate in effect with respect to Mr. Kirsch at any time during the calendar year immediately preceding the Change in Control (the applicable amount being referred to herein as the “Base Salary”), and

(b)

Mr. Kirsch’s target annual incentive compensation amount under the Company’s Annual Incentive Plan for the fiscal year in which occurs the Termination Date (without giving effect to any reduction in targeted annual incentive compensation caused by an adverse change in Mr. Kirsch’s Annual Incentive Plan participation) or, if higher, for the fiscal year in which occurs the Change in Control (or, if no such target annual incentive compensation amount was determined for the fiscal year(s) in which occurs the Termination Date or the Change in Control, the target annual incentive compensation amount for the fiscal year prior to the fiscal year(s) in which occurs the Termination Date or the Change in Control, respectively),

times

(2)

Three.

C.

Welfare Plan Benefit Continuation. The Company will provide Mr. Kirsch (and, if applicable, his dependents) with welfare benefits substantially similar to, and at the same after-tax cost to Mr. Kirsch (and, if applicable, his dependents), those provided to Mr. Kirsch (and, if applicable, his dependents) under the Welfare Plans in which Mr. Kirsch is participating or to which he is entitled immediately before the Termination Date or, if more favorable to Mr. Kirsch, those provided to Mr. Kirsch (and, if applicable, his dependents) under the Welfare Plans immediately before the Change in Control. The Company will provide such benefits for 36 months after the Termination Date in such a manner that such benefits (and the costs and premiums thereof) are excluded from Mr. Kirsch’s income for Federal in