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EXHIBIT 10(n)
SEPARATION AGREEMENT
AND RELEASE
This
document is a SEPARATION AGREEMENT AND RELEASE (this
"Separation
Agreement"), is dated November 11, 2005, and is between FERRO
CORPORATION
("Ferro") and DALE G. KRAMER ("Mr. Kramer").
For
good and valuable consideration, and intending to be legally
bound,
Ferro and Mr. Kramer hereby agree as follows:
1. TERMINATION
OF EMPLOYMENT
A.
Ferro has
employed Mr. Kramer since November 29, 1999.
B.
As of May 14,
2002, Mr. Kramer and Ferro signed an Confidentiality
Agreement (the "Confidentiality Agreement") with Ferro.
C.
As of July 1,
2001, Ferro and Mr. Kramer signed a Change in Control
Agreement (the "Change in Control Agreement").
D.
Mr. Kramer
currently serves as Ferro's Vice President, Performance
Chemicals.
E.
Ferro and Mr.
Kramer have mutually decided to end Mr. Kramer's
employment relationship with Ferro on the terms and conditions
set
forth in this Separation Agreement.
2. NORMAL
PACKAGE
A.
Under Ferro's
standard severance policy, if his employment were
terminated today, Mr. Kramer would be entitled to receive -
(1) An amount equal to
one week's base pay for each completed year of
service plus four additional weeks' pay, or $51,057.72 (i.e.,
$5,673.08 times 9 weeks),
(2) Two weeks' pay in
lieu of notice, or $11,346.16 (i.e., $5,673.08
times two weeks), and
(3) Health care (i.e.,
medical and dental) coverage for the month of
separation plus an additional four months, i.e., coverage
through
February 28, 2006.
B.
The payments and
benefits Mr. Kramer would have been entitled to
receive under Ferro's standard severance practice are called
the
"Normal Package" below.
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3. ENHANCED
PACKAGE
In consideration of
the agreements and promises made by Mr. Kramer in this
Separation Agreement, Ferro is prepared to provide Mr. Kramer with,
and Mr.
Kramer hereby elects to receive, the following enhanced separation
pay and
benefits (the "Enhanced Package") in lieu of the Normal Package on
and
subject to the terms and conditions of this Separation
Agreement:
A.
CONTINUATION ON
PAYROLL
Unless he resigns or voluntarily terminates his employment
earlier,
Mr. Kramer will continue on Ferro's payroll at his current salary
and
with his current employee benefits through March 31, 2006, and
his
employment with Ferro will terminate on that date. If Mr.
Kramer
resigns or otherwise voluntarily terminates his employment with
Ferro
before March 31, 2006, then Mr. Kramer will not be eligible for any
of
the separation pay or benefits provided in this numbered paragraph
3
or the 2005 bonus payment described in numbered paragraph 4.A
below.
B.
SEVERANCE
PERIOD
The "Severance Period" will be the period beginning March 31,
2006,
and ending the earlier of June 30, 2007, or the date on which
Mr.
Kramer begins employment with another employer.
C.
SEVERANCE
PAYMENTS
During the Severance Period, Ferro will pay Mr. Kramer as
severance
Mr. Kramer's current base salary of $12,291.66 per twice-monthly
pay
period.
D.
SEVERANCE
BENEFITS
During the Severance
Period, Ferro will continue to provide Mr. Kramer
coverage under Ferro's employee health plans (i.e., medical,
dental,
and vision care and flexible spending account) offered to
Corporate
Lakeside employees, consistent with Mr. Kramer's current elections
or
subsequent elections made by Mr. Kramer during Ferro's normal
annual
enrollment process. Ferro will pay the employer's portion of
Mr.
Kramer's premium costs under such plans during the Severance
Period.
E.
COMPANY
AUTOMOBILE
On or before December 31, 2005, Mr. Kramer will be entitled to
purchase his company automobile in accordance with standard
Ferro
policy applicable to corporate officers. Mr. Kramer will be
entitled
to the
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use of such automobile (together with gasoline, normal
maintenance,
and insurance) until such date.
F.
CELLULAR
TELEPHONE
Mr. Kramer will be entitled to the continued use of his company
cellular telephone until December 31, 2005. Ferro will cooperate
with
Mr. Kramer is transferring his company cellular telephone number to
a
personal cellular telephone service of Mr. Kramer's choosing.
G.
COMPANY
COMPUTER
On or before December 31, 2005, Mr. Kramer will deliver his
company
computer to Ferro. Ferro will then delete from the computer's
hard
drive any and all Ferro confidential and proprietary information.
When
Ferro has completed the deletion process, Ferro will return the
company computer to Mr. Kramer and Mr. Kramer will be entitled
to
retain the company computer at no cost to Mr. Kramer. Mr. Kramer
will
not use any information or data remaining on such computer in
any
manner that is inconsistent with his obligations under numbered
paragraph 7 below.
H.
OTHER
BENEFITS
Mr. Kramer's rights with respect to other Ferro employee
benefits,
including his rights with respect to Ferro's supplemental
defined
contribution and defined benefit plans and deferred compensation
plan,
will be governed by the terms and conditions of such plans.
4. ANNUAL
INCENTIVE PLAN
A.
Mr. Kramer is a
participant in the Ferro annual incentive plan and is
eligible for a bonus payment under such plan for the year 2005.
B.
Mr. Kramer's
2005 bonus will be determined in accordance with standard
Ferro policy. Ferro will add to the amount so determined the gross
sum
of $6,000.00. Mr. Kramer's 2005 bonus will be paid on or before
April
30, 2006.
C.
Mr. Kramer will
not be eligible for a bonus payment for the year 2006
or any year thereafter.
5. STOCK
OPTIONS
A.
Mr. Kramer has
been awarded the following as-yet-unexercised options
under Ferro's 1985 Employee Stock Option Plan and Ferro's 2003
Long-Term Incentive Compensation Plan:
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(1) 5,500
Non-Qualified Stock Options granted February 11, 2000, with
an option exercise price of $18.50 per share,
(2) 15,000 Incentive
Stock Options granted February 9, 2001, with an
option exercise price of $23.60 per share,
(3) 5,271 Incentive
Stock Options granted February 11, 2002, with an
option exercise price of $25.50 per share,
(4) 39,729
Non-Qualified Stock Options granted February 11, 2002,
with an option exercise price of $25.50 per share,
(5) 4,705 Incentive
Stock Options granted February 28, 2003, with an
option exercise price of $21.26 per share,
(6) 50,295
Non-Qualified Stock Options granted February 28, 2003,
with an option exercise price of $21.26 per share,
(7) 4,151 Incentive
Stock Options granted February 9, 2004, with an
option exercise price of $26.26 per share,
(8) 50,849
Non-Qualified Stock Options granted February 9, 2004, with
an option exercise price of $26.26 per share,
(9) 5,157 Incentive
Stock Options granted February 7, 2005, with an
option exercise price of $19.39 per share, and
(10) 38,843 Non-Qualified Stock Options granted February 7, 2005,
with
an option exercise price of $19.39 per share.
Mr. Kramer will not be awarded any further options under any
Ferro
stock option plan.
B.
Subject to any
trading b
