Separation Agreement
and Release
This
document is a Separation
Agreement and Release (this “Release Agreement”)
and is between Ferro
Corporation (“Ferro”) and Barry D. Russell
(“Mr. Russell”).
For
good and valuable consideration, and intending to be legally bound,
Ferro and Mr. Russell hereby agree as follows:
1.
Termination of
Employment
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A.
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Ferro has
employed Mr. Russell since April 24, 2006.
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B.
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Mr. Russell and Ferro signed a
confidentiality agreement (the “Confidentiality
Agreement”).
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C.
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Ferro and
Mr. Russell signed a Change in Control Agreement effective as
of January 1, 2009 (the “Change in Control
Agreement”).
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D.
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Mr. Russell has served as Vice President
for the Electronic Material Systems business unit of
Ferro.
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E.
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Mr. Russell’s employment relationship
with Ferro has ended as of August 15, 2009 (the
“Termination Date”). His departure reflects
Ferro’s continuing efforts to adjust corporate costs during
the current recessionary environment.
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2.
Normal Package and Other
Matters
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A.
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Regardless of
whether Mr. Russell signs this Release Agreement,
Mr. Russell will be paid for time worked through the
Termination Date and will be entitled to receive a payment equal to
the value of current year accrued but unused vacation.
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B.
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Regardless of
whether Mr. Russell signs this Release Agreement,
Mr. Russell will be permitted to extend existing medical,
dental, and vision insurance coverage, if any, at his own expense,
consistent with federal COBRA law and any applicable state
laws.
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C.
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Regardless of
whether Mr. Russell signs this Release Agreement,
Mr. Russell will be entitled to exercise any stock options
awarded to him by Ferro (that have vested as of the Termination
Date) at any time up to and including November 15, 2009. After
November 15, 2009, Mr. Russell will not be entitled to
exercise any further Ferro stock options. Any stock options that
did not vest as of the Termination Date will be forfeited as of the
Termination Date.
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D.
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Regardless of
whether Mr. Russell signs this Release Agreement, in
accordance with the terms of Performance Share Awards and
Restricted Share Awards under the 2006 Long-Term Incentive
Compensation Plan, any Performance Shares or Restricted Shares
awarded to Mr. Russell will be forfeited as of the Termination
Date.
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E.
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Regardless of
whether Mr. Russell signs this Release Agreement,
Mr. Russell’s rights with respect to any benefits
payable under the Ferro Corporation Savings and Stock Ownership
Plan and the Ferro Corporation Supplemental Defined Contribution
Plan for Executive Employees shall be governed by the terms and
conditions of such plans.
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F.
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Regardless of
whether Mr. Russell signs this Release Agreement, in
accordance with the terms of Ferro’s annual incentive plan
(including the suspension of payment of all bonuses thereunder for
the year 2009) Mr. Russell will not be entitled to any bonus
for the year 2009.
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3.
Enhanced Package
In
consideration of the agreements and promises made by
Mr. Russell in this Release Agreement, Ferro is prepared to
provide Mr. Russell with, and Mr. Russell hereby elects
to receive, the following enhanced separation pay and benefits (the
“Enhanced Package”) in addition to the benefits
described in paragraph 2 above and subject to the terms and
conditions of this Release Agreement:
The
“Severance Period” will be the period beginning on
August 16, 2009, and ending the earlier of February 15,
2011, or the date on which Mr. Russell begins employment with
another employer.
During the Severance Period, Ferro will pay
Mr. Russell as severance Mr. Russell’s current base
salary of $13,541.67, per twice-monthly pay period; provided,
however that no amount of severance otherwise payable to
Mr. Russell shall be paid prior to the Effective Date (as
defined in Paragraph 7E below). With respect to any severance
payment(s) which would have been paid to Mr. Russell but for
the applicable pay period being prior to the Effective Date, such
amount shall be paid to Mr. Russell no later than the second
pay period following the Effective Date.
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C.
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Continuation of
Benefits
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During the Severance Period, Ferro will continue
to provide Mr. Russell coverage under Ferro’s employee
medical, dental, and vision care health plans offered to Corporate
Lakeside employees, consistent with Mr. Russell’s
current elections. Ferro will pay the employer’s portion of
Mr. Russell’s premium costs under such plans during the
Severance Period.
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D.
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Cash Payment in Lieu of
Outplacement Services
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In
lieu of Ferro providing Mr. Russell with the services of an
executive outplacement firm selected by Ferro, Ferro will provide
Mr. Russell a cash payment of Eight Thousand Dollars ($8,000),
less applicable taxes, deductions, and withholdings.
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4.
Confidentiality and
Noncompetition
In
consideration of the Enhanced Package, Mr. Russell promises
that:
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A.
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For the period
beginning on the date Mr. Russell signs this Release Agreement
and ending February 15, 2011, Mr. Russell will not use or
disclose to any persons any proprietary or confidential business
information or trade secrets concerning Ferro or any of its
affiliated companies, obtained or which came to
Mr. Russell’s attention during the course of his
employment with Ferro.
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B.
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For the period
beginning on the date Mr. Russell signs this Release Agreement
and ending February 15, 2011, Mr. Russell will not make
any statements or disclose any information concerning Ferro, its
directors, officers, management, staff, employees, representatives,
or agents (collectively, “Ferro or its management”),
which are likely to disparage Ferro or its management, which are
likely to damage the reputation or business prospects of Ferro or
its management, or which are likely to interfere in any way with
the business relations Ferro has with its customers (including
potential customers), suppliers, alliance partners, employees,
investors, or shareholders.
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C.
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For the period
beginning on the date Mr. Russell signs this Release Agreement
and ending February 15, 2011, Mr. Russell will not,
directly or indirectly, engage in, or assist or have an ownership
interest in, or act as an employee, 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 products that
compete with Ferro’s Electronic Material Systems group
products or any products which are logical extensions, on a
manufacturing or technological basis, of such products.
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D.
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Mr. Russell represents and warrants that,
from the Termination Date t
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