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Exhibit 10(g)
FERRO CORPORATION
Executive Employment Contract
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I.
Recitals
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(A) This Executive Employment Contract (this "Agreement") is
between
Ferro Corporation (the "Company") and
_______________________(the "Executive")
and is effective as of March__, 1998.
(B) The address of the Company is 1000 Lakeside Avenue, Cleveland,
Ohio
44114. The address of the Executive is
_________________________.
(C) The Executive is currently employed by the Company in the
capacity
of Chairman and Chief Executive Officer and
the Executive is one of the key
executives of the Company.
(D) In consideration
of the mutual promises
contained herein and
other good and valuable consideration, the Executive and
the Company have
entered into this Agreement.
II.
Definitions
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As used in this Agreement, the following terms shall have the
meanings
set forth below:
"Agreement" means this Agreement.
"Bank" has the meaning set forth in Section VI.
"Base
Salary" has the meaning set forth in Section III.D.(1).
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"Benefit Plans" has the meaning set forth in Section
III.E.(2).
"Board" means the Board of Directors of the Company.
"Cause" has the meaning set forth in Section IV.B(1).
"change in control of the Company" has the meaning set forth
in Section VI.
"Company" means Ferro Corporation, as modified by Section
VIII.A.
"Contract Term" has the meaning set forth in Section III.A.
"Date of Termination" has the meaning set forth in Section
IV.A.(2).
"Disabled" has the meaning set forth in Section IV.C.(1).
"Excise Tax" has the meaning set forth in Section V.A.(1).
"Escrow Account" has the meaning set forth in Section VI.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Executive" means the executive named in this Agreement.
"Firm" has the meaning set forth in Section V.A.(2) and refers
to certain Excise Tax matters.
"Good Reason" has the meaning set forth in Section IV.E.
"Gross-Up Payment"
has the meaning set
forth in Section
V.A.(1) and refers to certain Excise Tax matters.
"Incentive Compensation Plan" has the meaning set forth in
Section III.E.(1).
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"Normal Retirement
Age" means the normal
retirement age
provided for in the Company's Pension Plan.
"Notice of Termination" has the meaning set forth in Section
IV.A.(1).
"Payment" has the meaning set forth in Section V.A.(1) and
refers to certain Excise Tax matters.
"Pension Plan" means the Company's salaried employees'
retirement plan, or any successor plan
thereto.
"Retirement" has the meaning set forth in Section IV.D.(1).
"Total Disability" means total disability as defined in the
Company's Pension Plan.
"Underpayment" has the
meaning set forth in
Section V.A.(2)
and refers to certain Excise Tax matters.
III. Provisions
Applicable to the Contract Term
------------------------------------------
A.
Contract Term
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Except as otherwise provided in this Agreement, the Company and
the
Executive agree that the Executive will
remain in the employ of the Company for
a primary term ending on March __, 2000 and
that this Agreement will
automatically continue after such primary
term unless and until either party
shall have given the other at least 36
months prior written Notice of
Termination or, if earlier, until
expiration of the Contract Term. The "Contract
Term" shall refer to the period commencing
on the date hereof and ending on
March __, 2000 (or any continuation
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thereof pursuant to the preceding
sentence); provided, however, that in no event
shall the Contract Term extend beyond the
earliest to occur of (A) the
Executive's attaining Normal Retirement
Age, (B) the date of death of the
Executive, and (C) the Date of Termination
resulting from the termination of
this Agreement for Disability (as defined
in Section IV.C.(1) hereof); and
provided, further, however, that, if a
change in control of the Company (as
defined in Section VI hereof) occurs during
the Contract Term, then, subject to
the preceding proviso in this sentence, the
Contract Term shall not expire prior
to the second anniversary of the date of
such change in control of the Company.
Nothing
contained in this Agreement shall prevent the Company at any
time
from terminating the Executive's right and
obligation to perform service for the
Company or prevent the Company from
removing the Executive from any position
which the Executive holds in the Company,
subject to the obligation of the
Company to make payments and provide
benefits if and to the extent required
under this Agreement, which payments and
benefits shall be full and complete
liquidated damages for any such action
taken by the Company. The Executive
specifically acknowledges that, except for
this Agreement, his employment by the
Company is employment-at-will, subject to
termination by the Executive, or by
the Company, at any time with or without
cause. The Executive acknowledges that
such employment-at-will status cannot be
modified except in a specific writing
which has been authorized or ratified by
the Board.
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B.
Nature of Duties
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(1) The Executive agrees to serve the Company during the
Contract Term. The Executive agrees to
devote his full business time during
normal business hours to the business and
affairs of the Company (except as
otherwise provided herein) and to use his
best efforts to promote the interests
of the Company and to perform faithfully
and efficiently the responsibilities
assigned to him in accordance with the
terms of this Agreement to the extent
necessary to discharge such
responsibilities, except for (i) service on
corporate, civic or charitable boards or
committees not significantly
interfering with the performance of such
responsibilities, and (ii) periods of
vacation and sick leave or other legitimate
absences under Company benefit plans
and established practices.
(2) The Company agrees that, on or after a change in control
of the Company (as defined in Section VI
hereof), it will not, without the
Executive's express written consent, (a)
assign to the Executive duties
inconsistent with his current positions,
duties, responsibilities and status
with the Company, or (b) change his titles
as currently in effect, or (c) remove
him from, or fail to re-elect him to, any
of such positions, except in
connection with the termination of his
employment for Cause, Disability or
Retirement or as a result of his death or
voluntary termination. Except as so
limited, the powers and duties of the
Executive are to be more specifically
determined and set by the Company from time
to time.
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C.
Place of Employment
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The Executive's initial place of employment is at the Company's
principal executive offices in Cleveland,
Ohio. The Company agrees that it will
not, without the Executive's express
written consent, require the Executive to
be based anywhere other than Cuyahoga
County, Ohio, or a county contiguous
thereto, except for required travel on the
Company's business to an extent
substantially consistent with present
business travel obligations.
D.
Compensation
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(1) BASE SALARY. During the Contract Term, the Executive shall
receive an annual base salary (the "Base
Salary"), payable in installments,
substantially in accordance with current
practice, at an annual rate at least
equal to the aggregate annual Base Salary
payable to the Executive as of the
date hereof. The Base Salary may be
increased (but may not be decreased) at any
time and from time to time by action of the
Board, and, if so increased, such
increased Base Salary shall thereafter be
the Base Salary for the purposes of
this Agreement.
(2) INCENTIVE COMPENSATION. During the Contract Term, the
Company agrees to pay annual incentive
compensation to the Executive in an
amount at least equal to the annual
incentive compensation that would have been
payable to the Executive for such year in
question under the Company's Incentive
Compensation Plan as in effect for such
applicable year, and giving effect to
the highest position in the Company held by
the Executive during the Contract
Term.
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E.
Benefit Plans
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(1) During the Contract Term, the Company agrees to continue
the Company's Annual Incentive Compensation
Plan as the same may be modified
from time to time but substantially in the
form presently in effect (the
"Incentive Compensation Plan"). The Company
agrees to continue the Executive as
a participant in the Incentive Compensation
Plan on a basis at least equivalent
to the present basis of his participation
for the calendar year in which the
effective date of this Agreement
occurs.
(2) During the Contract Term, the Company agrees to continue
in effect any perquisite, benefit or
compensation plan (in addition to the
Incentive Compensation Plan) including its
pension plan, excess benefits plans,
supplemental retirement program for short
service executives, dental plan, life
insurance plan, health and accident plan or
disability plan in which the
Executive is currently participating (but
excluding the Company's stock option
plan and performance share plan,
participation in which shall be at the sole
discretion of the Company's Board of
Directors, or any applicable committee
thereof) (such plans are collectively
referred to with the Incentive
Compensation Plan as the "Benefit Plans"),
or to maintain plans providing
substantially similar benefits; provided,
however, that the Company may make
modifications in such Benefit Plans so long
as such modifications (a) are
generally applicable to all salaried
employees of the Company and (b) do not
discriminate against highly-paid employees
of the Company.
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(3) During the Contract Term, except as permitted in the
proviso contained in paragraph (2) above,
the Company agrees not to take any
action that would adversely affect the
Executive's participation in, or
materially reduce the benefits under, any
of the Benefit Plans.
(4) Benefits herein provided are in lieu of any severance
payment benefit otherwise provided under
any other agreement, policy, or
practice provided by the Company and, in
the event of an effective Notice of
Termination hereunder, are also in lieu of
any obligations of the Company in
favor of the Executive with respect to
vacation or vacation pay. The Executive
waives all rights to such payments under
any such agreement, policy or practice
provided, however, that this waiver shall
not extend to entitlements provided
under any disability insurance plan,
retirement plan, excess benefit plan, or
applicable supplemental pension plan or
agreement for short service executives
and any related Benefit Plans (including
health and insurance plans), other than
those relating to severance or
vacation.
F.
Conflicting Interests
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Prior to the Date of Termination, the Executive agrees not to
accept
any other employment or engage in any
outside business or enterprise without the
Company's written consent. It is
understood, however, that outside activities
are not prohibited provided they are legal;
do not impair or interfere with the
conscientious performance of Company duties
and responsibilities; do not involve
the misuse of the Company's
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influence, facilities or other resources;
and do not reflect discredit upon the
good name and reputation of the
Company.
G.
Disclosure of Information
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During the Contract Term and thereafter, the Executive shall not
reveal
any confidential information of the Company
to anyone except those employees of
the Company entitled to receive such
information, or as otherwise permitted
under any contract or commitment of the
Company, or as otherwise authorized.
H.
Certain Payments Upon the Occurrence of a Change in Control of
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the Company
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In the event a change in control of the Company (as defined in
Section VI hereof) occurs during the
Contract Term, the Company shall pay to the
Executive, within five days thereafter, an
amount in cash, with respect to each
grant of Performance Shares (as defined in
the Company's Amended and Restated
1997 Performance Share Plan, as amended
(the "Performance Share Plan"))
previously awarded to the Executive under
the Performance Share Plan (or any
predecessor thereto) in respect of a
Performance Period (as defined in the
Performance Share Plan) which had not
expired immediately prior to such change
in control of the Company (Performance
Shares awarded in respect of any such
Performance Period being referred to as
"Outstanding Performance Shares"), which
amount shall be equal to the excess (but
not less than zero) of (a) over (b),
where (a) equals the product of (1) the
number of Outstanding Performance Shares
awarded to the Executive in respect of the
applicable Performance Period, (2)
the "fair market value of the Common Stock"
(as
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defined in the Performance Share Plan) and
(3) a fraction (not to exceed one)
the numerator of which is the sum of (x)
the number of days which had elapsed in
the applicable Performance Period as of the
date of such change in control of
the Company plus (y) 730, and the
denominator of which is the number of days in
such applicable Performance Period, and
where (b) equals the value payable to
the Executive under the Performance Share
Plan (or any predecessor thereto) in
respect of such Outstanding Performance
Shares in connection with such change in
control of the Company. The provisions of
this Section III.H. shall not affect
in any manner the determination of amounts
payable to the Executive under the
Performance Share Plan (or any predecessor
thereto).
IV. Provisions Applicable
to Termination of Employment
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A.
Notice of Termination; Date of Termination
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(1) Any termination of the Executive's employment by the
Company or the Executive shall be
communicated by written Notice of Termination
to the other party thereto. For purposes of
this Agreement, a "Notice of
Termination" shall mean a notice which
shall indicate the specific termination
provision in this Agreement relied upon and
shall set forth in reasonable detail
the facts and circumstances claimed to
provide a basis for termination under the
provision so indicated. Furthermore, either
the Executive or the Company may
give a Notice of Termination to the other
party for the purpose of terminating
this Agreement, as such, without
terminating the Executive's employment with the
Company, which Notice of Termination shall
have
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the effect of terminating this Agreement at
the expiration of the Contract Term
as in effect on the date of giving such
Notice of Termination.
(2) "Date of Termination" shall mean the date on which the
Executive's right and obligation to perform
employment services for the Company
shall terminate (subject to the right of
the Company to accelerate such date
pursuant to Section III.A.) and shall
be:
(a) If the
Agreement is terminated for Disability, thirty (30)
days after Notice of Termination is given (provided that the
Executive shall not have returned to the performance of his
duties on a full-time basis during such thirty (30) day
period),
(b) If the Executive's
employment is terminated by the Executive
for Good Reason, pursuant to Section IV.E., the date specified
in the Notice of Termination, which date (except with the
written consent of the Company to the contrary) shall not be
more than sixty (60) days after the date that the Notice of
Termination is given,
(c) The
expiration or termination of the Contract Term, and
(d) If the
Executive's employment is terminated by the Company for
Cause pursuant to Section IV.B.(1), the date on which a Notice
of Termination is given.
B.
Termination for Cause
---------------------
(1) The Company may terminate the Executive's employment and
the Contract Term for Cause. For the
purposes of this Agreement, the Company
shall have "Cause" to terminate employment
hereunder only (a) if termination
shall have been the result of an act or
acts by the Executive which have been
found in an applicable court to constitute
a felony; or (b) if termination shall
have been the result of an act or acts of
dishonesty by the Executive resulting
or intended to result directly
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or indirectly in significant gain or
personal enrichment to the Executive at the
expense of the Company; or (c) upon the
wilful and continued failure by the
Executive substantially to perform his
duties with the Company (other than any
such failure resulting from incapacity due
to mental or physical illness) after
a demand in writing for substantial
performance is delivered by the Board, which
demand specifically identifies the manner
in which the Board believes that the
Executive has not substantially performed
his duties, and such failure results
in demonstrably material injury to the
Company. The Executive's employment shall
in no event be considered to have been
terminated by the Company for Cause if
such termination took place as the result
of (a) bad judgment or negligence, or
(b) any act or omission believed in good
faith to have been in or not opposed to
the interest of the Company. The Executive
shall not be deemed to have been
terminated for Cause unless and until there
shall have been delivered to him a
copy of a resolution duly adopted by the
affirmative vote of not less than
three-quarters of the entire membership of
the Board at a meeting of the Board
(after reasonable notice to the Executive
and an opportunity for him, together
with his counsel, to be heard before the
Board), finding that in the good faith
opinion of the Board the Executive was
guilty of conduct set forth above in
clauses (a), (b) or (c) of the second
sentence of this paragraph and specifying
the particulars thereof in detail.
(2) If the Executive's employment shall be terminated for
Cause, the Company shall pay the Executive
his full Base Salary through the Date
of Termination
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at the rate in effect at the time Notice of
Termination is given
and the Company shall have no further
obligations to the Executive under this
Agreement.
C.
Termination for Disability
--------------------------
(1) The Company may terminate this Agreement on account of the
Executive's "Disability" if the Executive
is "Disabled." For purposes of this
Agreement, the Executive shall be
considered Disabled only if, as a result of
his incapacity due to physical or mental
illness, he shall have been absent from
his duties with the Company on a full-time
basis for a period of six months and
within thirty (30) days after written
Notice of Termination is given, he shall
not have returned to the full-time
performance of his duties.
(2) If the Company terminates this Agreement because the
Executive is Disabled, the Company shall
provide to the Executive (or his
successors) the benefits specified in
Paragraph (3) (continued participation in
benefit plans) of Section IV.F. of this
Agreement; provided, however, that for
this purpose the Contract Term shall be
determined as of the Date of
Termination, but without regard to the
termination of this Agreement by reason
of the Executive's Disability.
D.
Termination Upon Retirement
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(1) This Agreement will terminate upon the Executive's
Retirement. For purposes of this Agreement,
"Retirement" shall mean termination
of the Executive's employment at or after
attaining Normal Retirement Age or
early retirement if effected
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in accordance with any retirement
arrangement established with the Executive's
consent with respect to him.
(2) In the event this Agreement terminates by reason of the
Executive's Retirement, the Company shall
pay to the Executive the amounts, and
provide to the Executive the benefits,
specified in Paragraph (3) (continued
participation in benefit plans) of Section
IV.F. of this Agreement.
(3) Notwithstanding the preceding provisions of this Section
IV.D., unless the Executive otherwise
consents in writing, a termination of the
Executive's employment which occurs on or
after the date of a change in control
of the Company (as defined in Section VI
hereof) shall not be deemed to be a
termination of employment for
Retirement.
E.
Termination of Employment by the Executive for Good Reason
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(1) The Executive may terminate his employment for Good
Reason. For purposes of this Agreement,
Good Reason will exist if any one or
more of the following occur:
(a) Failure
by the Company to honor any of its
obligations under
Sections III.B.2. (assignment of
duties,
responsibilities,
etc., election to
positions), III.C.
(place of employment),
III.D.
(compensation), III.E.
(benefit plans), VI
(security) or VIII.A.
(successors); or
(b) Any
purported termination by the Company of the
Executive's employment that is not effected pursuant
to a Notice of Termination satisfying the
requirements of Section IV.A. above and, for purposes
of this Agreement, no such purported termination
shall be effective; or
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(c)
The issuance by or on behalf of the Company,
on or after a change in control of the
Company (as defined in Section VI hereof),
of a Notice of Termination described in the
third sentence of Section IV.A.(1) hereof
which specifies that such Notice of
Termination is given for the purpose of
terminating this Agreement and which does
not serve to terminate the Executive's
employment with the Company substantially
concurrently therewith; or
(d)
Voluntary resignation by the Executive at
any time during the ninety-day period
commencing on the first anniversary of a
change in control of the Company (as defined
in Section VI hereof).
F.
Compensation Upon Termination Other Than for Cause
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(1) If the Company shall terminate the Executive's employment
other than pursuant to Sections IV.B.
(Cause), IV.C. (Disability) or IV.D.
(Retirement) hereof or if the Executive
shall terminate his employment for Good
Reason pursuant to Section IV.E. hereof,
then the Company shall pay to the
Executive the following amounts:
(a)
The Executive's Base Salary through the Date
of Termination at the rate in effect at the
time Notice of Termination is given;
(b)
In a lump sum (in lieu of the installment
payments otherwise payable under this
Agreement), payable on or before the fifth
(5th) day following the Date of Termination,
an amount equal to the Executive's Base
Salary through the conclusion of the
Contract Term;
(c)
In a lump sum (in lieu of the installment
payments otherwise payable under this
Agreement), payable on or before the fifth
(5th) day following the Date of Termination,
an amount equal to the Executive's annual
incentive compensation payments, applicable
to periods through the conclusion of the
Contract Term. For this purpose, the annual
incentive compensation amounts payable shall
be deemed to be thirty percent (30%) of the
Base Salary, or such greater percentage
thereof, as may be applicable to the
Executive, at target levels, under the
Incentive Compensation Plan as in effect (i)
immediately prior to the Notice of
Termination or (ii) immediately prior to a
change in control of the Company (as defined
in Section VI hereof), whichever is more
favorable to the Executive;
(d)
In a lump sum, payable on or before the
fifth (5th) day following the Date of
Termination, an amount equal to the pro rata
portion of the Executive's annual incentive
compensation for the calendar year in which
the Date of Termination occurs, such amount
to be determined by multiplying the
Executive's annual incentive compensation
amount (as described below) by a fraction,
the numerator of which is the number of days
in such calendar year which had elapsed as
of the Date of Termination and the
denominator of which is 365; provided,
however, that this Section IV.F.(1)(d) shall
have effect only if the Date of Termination
occurs in a calendar year following the
calendar year in which occurs a change in
control of the Company (as defined in
Section VI hereof). For purposes of this
paragraph, the Executive's annual incentive
compensation amount shall be equal to the
amount determined pursuant to the second
sentence of Section IV.F.(1)(c) above; and
(e)
The Company shall also pay all legal fees
and expenses incurred as a result of such
termination (including all such fees and
expenses, i
