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FERRO CORPORATION SUPPLEMENTAL EXECUTIVE DEFINED CONTRIBUTION PLAN

Employee Benefits Plan Agreement

FERRO CORPORATION
                             SUPPLEMENTAL EXECUTIVE
                            DEFINED CONTRIBUTION PLAN You are currently viewing:
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FERRO CORP

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Title: FERRO CORPORATION SUPPLEMENTAL EXECUTIVE DEFINED CONTRIBUTION PLAN
Governing Law: Ohio     Date: 3/31/2006
Industry: CHMMFG     Sector: BASICM

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<PAGE>

<PAGE>

                                                                    (FERRO LOGO)

                                  EXHIBIT 10(j)

================================================================================

                                FERRO CORPORATION
                             SUPPLEMENTAL EXECUTIVE
                            DEFINED CONTRIBUTION PLAN

================================================================================

                         Amended and Restated Effective
                                  June 30, 2004

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

                                FERRO CORPORATION
                     SUPPLEMENTAL DEFINED CONTRIBUTION PLAN

                                  INTRODUCTION

     This document (this "Plan") is the FERRO CORPORATION SUPPLEMENTAL EXECUTIVE
DEFINED CONTRIBUTION PLAN. This Plan was originally adopted and effective as of
January 1, 1996.

     This Plan is now amended and restated effective June 30, 2004, as follows.

                                    ARTICLE I

                                NAME AND PURPOSE

1.1  Name. The name of this Plan is the "Ferro Corporation Supplemental
     Executive Defined Contribution Plan."

1.2  Plan Sponsor. The sponsor of this Plan is Ferro Corporation ("Ferro"), an
     Ohio corporation.

1.3  Purpose. This purpose of this Plan is to replace, under the conditions set
     forth in this Plan, certain benefits that select management and highly
     compensated employees of the Ferro Group Companies cannot receive under
     Ferro Corporation Savings and Stock Ownership Plan due to limitations
     imposed by the Internal Revenue Code or by plan design.

1.4  Plan for a Select Group. This Plan covers only employees of a Ferro Group
     Company who are members of a "select group of management or highly
     compensated employees" as provided in Sections 201(2), 301(a)(3), 401(a)(1)
     and 4021(b)(6) of ERISA. Notwithstanding any provision of this Plan to the
     contrary, this Plan will be administered and its benefits limited in a
     manner to comply with the above cited sections of ERISA.

1.5  Not a Funded Plan. Ferro intends that this Plan be deemed to be "unfunded"
     for tax purposes as well as for purposes of Title I of ERISA.
     Notwithstanding any provision of this Plan to the contrary, this Plan will
     be administered in a manner so that it is deemed "unfunded."

                                   ARTICLE II

                         DEFINITIONS AND INTERPRETATION

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

2.2  General Rules of Construction. For purposes of interpreting this Plan,


                                       -2-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     (A)  the masculine gender will include the feminine and neuter, and vice
          versa, as the context requires;

     (B)  the singular number will include the plural, and vice versa, as the
          context requires;

     (C)  the present tense of a verb will include the past and future tenses,
          and vice versa, as the context requires; and

     (D)  as provided under Article VIII, the Administrator retains the power
          and duty to interpret this Plan and resolve ambiguities.

                                   ARTICLE III

                                  PARTICIPATION

3.1  Eligibility. In order to be eligible to participate in this Plan, an
     individual must be a Highly Compensated Employee.

3.2  Participation. A Highly Compensated Employee will become a Participant in
     this Plan on the January 1 immediately following the date he or she becomes
     a Highly Compensated Employee.

                                   ARTICLE IV

                      SUPPLEMENTAL MATCHING CONTRIBUTIONS,
                    SUPPLEMENTAL BASIC PENSION CONTRIBUTIONS,
                                  AND ACCOUNTS

4.1  Eligibility for Supplemental Matching Contributions. Each Plan Year a
     Supplemental Matching Contribution will be credited to the Account of each
     Participant who is eligible. A Participant will be eligible if the
     Participant:

     (A)  made the maximum 401(k) Contributions permitted under the Ferro SSOP
          during the Plan Year, and

     (B)  either:

          (1)  was employed by a Ferro Group Company on the last day of the Plan
               Year,

          (2)  died during the Plan Year,

          (3)  retired and began receiving pension benefits under the Ferro
               Corporation Retirement Plan during the Plan Year (or, if not a
               participant in the Ferro Corporation Retirement Plan, terminated
               employment after attaining age 55 and 5 Years of Vesting Service
               during the Plan Year), or

          (4)  incurred a Disability during the Plan Year.


                                       -3-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

4.2  Amount of Supplemental Matching Contributions. An Eligible Participant will
     receive a Supplemental Matching Contribution on the last day of the Plan
     Year equal to A minus B, where:

     (A)  "A" equals the amount of matching contribution that would have been
          contributed to the Participant's account under the Ferro SSOP for the
          Plan Year if the Participant elected to make 401(k) Contributions
          equal to eight percent (8%) of Compensation and the Code provisions
          allowed and did not impose a limit on such 401(k) Contributions or
          matching contributions; and

     (B)  "B" equals the amount of matching contributions actually contributed
          to the Participant's account under the Ferro SSOP for the Plan Year.

4.3  Eligibility for Supplemental Basic Pension Contributions. Each Plan Year a
     Supplemental Basic Pension Contribution will be credited to the Account of
     each Participant who is eligible. A Participant will be eligible if the
     Participant received a Basic Pension Contribution under the Ferro SSOP
     during the Plan Year.

4.4  Amount of Supplemental Basic Pension Contributions. An eligible Participant
     will receive a Supplemental Basic Pension Contribution on the last day of
     the Plan Year equal to A minus B, where:

     (A)  "A" equals the amount of Basic Pension Contribution that would have
          been contributed to the Participant's account under the Ferro SSOP for
          the Plan Year on the basis of the Participant's Compensation not
          limited by Code provisions; and

     (B)  "B" equals the amount of Basic Pension Contributions actually
          contributed to the Participant's account under the Ferro SSOP for the
          Plan Year.

4.5  Establishment of Account. Each Ferro Group Company will establish an
     Account in the name of each Participant who is employed by it on the books
     and records of the Ferro Group Company. All amounts credited to the Account
     of any Participant or former Participant will constitute a general,
     unsecured liability of such Ferro Group Company to the Participant. The
     Ferro Group Company will maintain a separate Account for contributions
     credited to the Participant prior to 2001 as may be necessary for the
     deemed investment of the Participant's Account as provided under Section
     6.4 below.

4.6  Crediting of Earnings. The Ferro Group Company will credit the Account of
     each Participant who is or was its employee with earnings, gains and losses
     in accordance with the deemed investment of the Supplemental Matching
     Contributions and Supplemental Basic Pension Contributions as provided
     under Section 6.4 below.

4.7  Vesting of Account. A Participant will become vested in his or her Account
     in accordance with the following schedule:


                                       -4-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

<TABLE>
<CAPTION>
YEARS OF VESTING SERVICE   PERCENTAGE VESTED
------------------------   -----------------
<S>                        <C>
Less than 1 year                    0%
1 year, but less than 2            20%
2 years, but less than 3           40%
3 years, but less than 4           60%
4 years, but less than 5           80%
5 years or more                   100%
</TABLE>

     The prior provisions notwithstanding, a Participant who has not incurred a
     Termination of Employment will be 100% vested in the Account upon the first
     to occur of: (a) the Participant's attainment of age 65, (b) the
     Participant's incurring a Disability, (c) the Participant's death, or (d) a
     Change of Control.

                                    ARTICLE V

                          BENEFITS; PAYMENT OF BENEFITS

5.1  Date of Distribution. Distribution of the vested portion of the
     Participant's Account will be made as soon as practicable after the earlier
     of the Participant's Termination of Employment, Disability or Death.

5.2  Form of Distribution. Distribution will be in the form of a single lump sum
     payment. The portion of the Participant's Account deemed to be invested in
     the Ferro Common Stock Account under Section 6.4 will be distributed in the
     form of Ferro Common Stock unless the Participant elects to receive payment
     of that portion in cash. The portion of the Participant's Account deemed to
     be invested in the cash account under Section 6.4 will be distributed in
     the form of cash.

5.3  Valuation of Distributions. All distributions under this Plan will be based
     upon the amount credited to the Participant's Account as of the last day of
     the month in which occurs the Participant's Termination of Employment,
     Death, or commencement of long-term disability benefits on account of a
     determination of Disability under a Ferro Group Company long-term
     disability plan. Such date shall be the Valuation Date for this purpose.

5.4  Death. In the event of Death, the Participant's remaining vested interest
     in the Account will be distributed to the Participant's Beneficiary.

5.5  Administration of Distributions. Distributions under this Plan will be made
     as soon as administratively possible following receipt of notice by the
     Administrator of an event that entitles a Participant or a Beneficiary to
     payments under this Plan and completion by the Participant or Beneficiary
     of any forms required by the Administrator.

5.6  Designation of Beneficiary. Subject to the rules and procedures promulgated
     by the Administrator, a Participant may sign a document designating a
     Beneficiary or Beneficiaries. If a Participant fails to designate any
     Beneficiary in accordance with the


                                       -5-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     provisions of this Section, then the Beneficiary will be deemed to be the
     Participant's beneficiary under the Ferro SSOP.

5.7  Protective Distributions. If the Administrator determines, in its sole
     discretion, that a Participant is not, or may not be, a member of a "select
     group of management or highly compensated employees" within the meaning of
     Section 201(2), 301(a)(3), 401(a)(1) or 4021(b)(6) of ERISA, then the
     Administrator may, in its sole discretion, terminate the Participant's
     participation in this Plan, and distribute all amounts credited to the
     Participant's Account in a single lump sum payment. Any distribution under
     this Section will be made at the time the Administrator determines in its
     sole discretion.

5.8  Tax Withholding. A Ferro Group Company may withhold, from any payment made
     by it under this Plan, the amount or amounts as may be required for
     purposes of complying with the tax withholding or other provisions of the
     Code or the Social Security Act or any state or local income or employment
     tax act or for purposes of paying any estate, inheritance or other tax
     attributable to any amounts payable hereunder.

5.9  Inability to Locate Participant. If a Ferro Group Company or the
     Administrator notifies a Participant or Beneficiary of an entitlement to an
     amount under this Plan and the Participant or Beneficiary fails to claim
     the amount or to disclose the location of the Participant or Beneficiary
     within three years thereafter, then, except as otherwise required by law,
     if the location of one or more of the next of kin of the Participant or
     Beneficiary is known to the Ferro Group Company or the Administrator, the
     Administrator may direct distribution of the amount to any one or more or
     all of the next of kin, and in such proportions as the Administrator, in
     its sole discretion, determines. If the location of none of the foregoing
     persons can be determined, the Administrator will direct that the amount
     payable to the Participant or Beneficiary be forfeited. If, after the
     forfeiture, the Participant or Beneficiary later claims the benefit under
     this Plan, then the benefit will be reinstated without interest or earnings
     from the date of forfeiture. If a benefit payable to a Participant or
     Beneficiary that cannot be located is subject to escheat under state law,
     then no further benefit will be payable with respect to any Participant for
     whom payment was made by the Administrator according to the escheat
     provisions of state law.

                                   ARTICLE VI

                             RIGHTS OF PARTICIPANTS

6.1  Creditor Status of Participants. The Supplemental Matching Contributions
     and Supplemental Basic Pension Contributions credited to a Participant
     shall be merely an unfunded, unsecured promise of the Ferro Group Company
     (by which the Participant is employed) to make benefit payments in the
     future and shall be liabilities solely against the general assets of such
     Ferro Group Company. Except as provided in Section 6.6, Ferro and the other
     Ferro Group Companies shall not be required to segregate, set aside or
     escrow the Supplemental Matching Contributions, Supplemental Basic Pension
     Contributions nor any earnings, gains and losses credited thereon. With
     respect to amounts credited to any Account hereunder and any benefits
     payable hereunder, a Participant and Beneficiary will have the status of
     general unsecured creditors of the Ferro Group Company (by which the
     Participant is employed),


                                       -6-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

     and may look only to that Ferro Group Company and its general assets for
     payment of the Account

6.2  Rights with Respect to the Trust. Any trust, and any assets held thereby to
     assist Ferro or any other Ferro Group Company in meeting its obligations
     under this Plan, will in no way be deemed to controvert the provisions of
     Section 6.1 above.

6.3  Investments. In Ferro's sole discretion, the Ferro Group Companies may
     acquire insurance policies, annuities or other financial vehicles for the
     purpose of providing future assets of the Ferro Group Companies to meet
     their anticipated liabilities under this Plan. Such policies, annuities or
     other investments, shall at all times be and remain unrestricted general
     property and assets of the Ferro Group Companies or property of a trust
     established pursuant to Article VII of this Plan. Participants and
     Beneficiaries will have no rights, other than as general creditors, with
     respect to any such policies, annuities or other acquired assets.

6.4  Method for Crediting Investment Return. The Ferro Group Company by which
     the Participant is employed will maintain a separate Account for the
     Participant. A Participant's Account is deemed to be invested as follows.

     (A)  Post-2000 Contributions. The Supplemental Matching and Supplemental
          Basic Pension Contributions credited to a Participant's Account after
          December 31, 2000 will be deemed to be invested in Ferro Common Stock
          as of the date the contributions are credited under the Plan. The
          Account will be deemed to receive all dividends (whether in stock or
          cash) and stock splits which would be received if the Account was
          actually invested in shares of Ferro Common Stock, and such dividends
          and stock splits will be deemed to be reinvested in shares of Ferro
          Common Stock as of the date of their receipt. Each investment in Ferro
          Common Stock will be deemed to be made at the closing sale price of
          Ferro Common Stock on the New York Stock Exchange Composite Tape (as
          reported in The Wall Street Journal) on the trading day of the deemed
          investment.

     (B)  Pre-2001 Contributions. Only Supplemental Matching Contributions were
          credited under the Plan prior to 2001. The Supplemental Matching
          Contributions credited to a Participant's Account prior to 2001 will
          be deemed to be invested as of the date the contributions are credited
          under the Plan in a cash account with a rate of return determined by
          Ferro. Prior to the beginning of each Plan Year, Ferro will determine
          the rate of investment credit for the following Plan Year. The prior
          provisions notwithstanding, the Participant was entitled to elect in
          writing, during the special election period provided in 2001, for all
          or a portion of such pre-2001 Supplemental Matching Contributions to
          be deemed to instead be invested in Ferro Common Stock. Under any such
          election, the Supplemental Matching Contributions designated by the
          Participant to be deemed invested in shares of Ferro Common Stock will
          be deemed invested as of the date the contributions were credited
          under the Plan, and otherwise will be valued and credited with
          dividends and stock splits, in the same manner as described in Section
          6.4(A) above.

     (C)  Periodic Adjustment of Accounts. As of each Valuation Date, the
          Participant's Account will be adjusted to reflect earnings and losses
          on the deemed investments. To the extent the Account is deemed to be
          invested in Ferro Common Stock, it will be credited as of each
          Valuation Date with hypothetical


                                       -7-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

          appreciation and depreciation and earnings, as computed and determined
          by the Administrator based on the value of Ferro Common Stock and its
          dividends, etc., as provided in Section 6.4(A) above. To the extent
          the Participant's Account is deemed to be invested in the cash
          account, it will be credited as of each Valuation Date with
          hypothetical earnings, as computed and determined by the Administrator
          using a rate of interest equal to that determined by Ferro prior to
          the beginning of the Plan Year as provided in Section 6.4(B) above.
          The Administrator will provide each Participant with a statement
          showing the balance credited to the Participant's Account as of the
          last day of the preceding Plan Year, and at such other times as the
          Administrator may elect.

     (D)  Investment Election Changes. Effective July 1, 2004, a Participant may
          elect to change the deemed investment of all or a portion of the
          Participant's Account from a deemed investment in Ferro Common Stock
          to a deemed investment in the cash account (as described in Section
          6.4(A) and (B) above), and vice versa. As of the effective date of a
          Participant's investment election change, the Participant's Account
          will be valued and adjusted in accordance with the procedures set
          forth in the preceding paragraph (C) to reflect the new deemed
          investment(s). Further, the Participant may elect to change the
          initial investment of all or a portion of the Participant's future
          Supplemental Matching Contributions or future Supplemental Basic
          Pension Contributions, or both. Any investment election change by a
          Participant must be made in accordance with, and will be effective as
          provided in, procedures established by the Plan Administrator.
          Notwithstanding any provision of this Section to the contrary,

          (1)  any Participant who is subject to Ferro Common Stock ownership
               requirements must satisfy those requirements both before and
               after any change in the deemed investment of the Participant's
               Account or of future Supplemental Matching or Basic Pension
               Contributions, and

          (2)  no Participant may elect to change the deemed investment of any
               portion of the Participant's Account or of future Supplemental
               Matching or Basic Pension Contributions if the change is
               prohibited by law or if any liability would result to the
               Participant or any Ferro Group Company.

          Unless and until the Participant elects to change or to direct the
          investment of the Participant's Account or future Supplemental
          Matching or Basic Pension Contributions pursuant to this Section
          6.4(D), those amounts will be deemed to be invested as provided in
          Section 6.4(A) and (B) above.

6.5  Bookkeeping Account Only. A Participant's Account is solely for the purpose
     of measuring the amounts to be paid under this Plan. The Ferro Group
     Companies will not fund or secure, and will not be permitted to fund or
     secure, the Account in any way, and the Ferro Group Companies' obligation
     to the Participants under this Plan is solely contractual.


                                       -8-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

                                   ARTICLE VII

                                      TRUST

7.1  Establishment of Trust. Notwithstanding any other provision or
     interpretation of this Plan, Ferro may establish a Trust in which to hold
     cash, insurance policies or other assets that may be used to make, or
     reimburse Ferro or any other Ferro Group Company for, payments to the
     Participants or Beneficiaries of all or part of the benefits under this
     Plan. Any Trust assets shall at all times remain subject to the claims of
     the general creditors of Ferro or the Ferro Group Company in the event of
     the insolvency of Ferro or the Ferro Group Company as more fully described
     in the Trust.

7.2  Obligation of the Ferro Group Companies. Notwithstanding the fact that a
     Trust may be established under Section 7.1, the Ferro Group Companies will
     remain liable for paying the benefits under this Plan. However, any payment
     of benefits to a Participant or Beneficiary made by a Trust will satisfy
     the appropriate Ferro Group Company's obligation to make payment to such
     person under this Plan.

7.3  Trust Terms. A Trust established under Section 7.1 may contain any terms as
     Ferro may determine to be necessary or desirable. Ferro may terminate or
     amend a Trust established under Section 7.1 at any time, and in any manner
     it deems necessary or desirable, subject to the terms of any agreement
     under which any Trust is established or maintained.

                                  ARTICLE VIII

                       ADMINISTRATION AND CLAIMS PROCEDURE

8.1  Administrator. The Administrator will be Ferro, acting by and through
     Ferro's Corporate Human Resources Department, unless the Board of
     Directors, acting itself or through an appropriate committee, designates
     otherwise.

8.2  General Rights, Powers, and Duties of Administrator. The Administrator will
     be the Plan administrator under ERISA. The Administrator will be
     responsible for the general administration of this Plan and will have all
     powers as may be necessary to carry out the provisions of this Plan and
     may, from time to time, establish rules for the administration of this Plan
     and the transaction of this Plan's business. In addition to any powers,
     rights and duties set forth elsewhere in this Plan, it will have the
     following powers and duties:

     (A)  To enact rules, regulations, and procedures and to prescribe the use
          of such forms as it deems advisable;

     (B)  To appoint or employ agents, attorneys, actuaries, accountants,
          assistants or other persons (who may also be Participants in this Plan
          or be employed by or represent a Ferro Group Company) at the expense
          of the Ferro Group Companies, as it deems necessary to keep its
          records or to assist it in taking any other action authorized or
          required under this Plan;

     (C)  To interpret this Plan, and to resolve ambiguities, inconsistencies
          and omissions, to determine any question of fact, to determine the
          right to benefits of,


                                       -9-

<PAGE>

                                                         As Amended and Restated
                                                                   June 30, 2004

          and the amount of benefits, if any, payable to, any person in
          accordance with the provisions of this Plan and resolve all questions
          arising under this Plan;

     (D)  To administer this Plan in accordance with its terms and any rules and
          regulations it establishes; and

     (E)  To maintain records concerning this Plan as it deems sufficient to
          prepare reports, returns and other information required by this Plan
          or by law; and

     (F)  To direct a Ferro Group Company to pay benefits under this Plan and to
          give other directions and instructions as may be necessary for the
          proper administration of this Plan.

     Any decision, interpretation or other action made or taken by the
     Administrator arising out of or in connection with this Plan, will be
     within the absolute discretion of the Administrator, and will be final,
     binding and conclusive on Ferro, all other Ferro Group Companies, and all
     Participants and Beneficiaries and their respective heirs, executors,
     administrators, successors and assigns. The Administrator's determinations
     under this Plan need not be uniform, and may be made selectively among
     Participants, whether or not they are similarly situated.

8.3  Information to Be Furnished to the Administrator. A Ferro Group Company
     will furnish the Administrator with such data and information as it may
     reasonably require. The records of a Ferro Group Company will be
     determinative of each Participant's period of employment, termination of
     employment, personal data, Compensation, and data regarding the
     contributions made for or on behalf of the Participant under the Ferro
     SSOP. Participants and their Beneficiaries will furnish to the
     Administrator such evidence, data or information and execute such documents
     as the Administrator requests.

8.4  Claim for Benefits. A Participant or Beneficiary will make all claims for
     payment under his Plan in writing to the Administrator in the manner
     prescrib

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