document is a SEPARATION AGREEMENT AND RELEASE (this
Agreement"), is dated November 11, 2005, and is between FERRO
("Ferro") and DALE G. KRAMER ("Mr. Kramer").
good and valuable consideration, and intending to be legally
Ferro and Mr. Kramer hereby agree as follows:
employed Mr. Kramer since November 29, 1999.
As of May 14,
2002, Mr. Kramer and Ferro signed an Confidentiality
Agreement (the "Confidentiality Agreement") with Ferro.
As of July 1,
2001, Ferro and Mr. Kramer signed a Change in Control
Agreement (the "Change in Control Agreement").
currently serves as Ferro's Vice President, Performance
Ferro and Mr.
Kramer have mutually decided to end Mr. Kramer's
employment relationship with Ferro on the terms and conditions
forth in this Separation Agreement.
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
February 28, 2006.
The payments and
benefits Mr. Kramer would have been entitled to
receive under Ferro's standard severance practice are called
"Normal Package" below.
In consideration of
the agreements and promises made by Mr. Kramer in this
Separation Agreement, Ferro is prepared to provide Mr. Kramer with,
Kramer hereby elects to receive, the following enhanced separation
benefits (the "Enhanced Package") in lieu of the Normal Package on
subject to the terms and conditions of this Separation
Unless he resigns or voluntarily terminates his employment
Mr. Kramer will continue on Ferro's payroll at his current salary
with his current employee benefits through March 31, 2006, and
employment with Ferro will terminate on that date. If Mr.
resigns or otherwise voluntarily terminates his employment with
before March 31, 2006, then Mr. Kramer will not be eligible for any
the separation pay or benefits provided in this numbered paragraph
or the 2005 bonus payment described in numbered paragraph 4.A
The "Severance Period" will be the period beginning March 31,
and ending the earlier of June 30, 2007, or the date on which
Kramer begins employment with another employer.
During the Severance Period, Ferro will pay Mr. Kramer as
Mr. Kramer's current base salary of $12,291.66 per twice-monthly
During the Severance
Period, Ferro will continue to provide Mr. Kramer
coverage under Ferro's employee health plans (i.e., medical,
and vision care and flexible spending account) offered to
Lakeside employees, consistent with Mr. Kramer's current elections
subsequent elections made by Mr. Kramer during Ferro's normal
enrollment process. Ferro will pay the employer's portion of
Kramer's premium costs under such plans during the Severance
On or before December 31, 2005, Mr. Kramer will be entitled to
purchase his company automobile in accordance with standard
policy applicable to corporate officers. Mr. Kramer will be
use of such automobile (together with gasoline, normal
and insurance) until such date.
Mr. Kramer will be entitled to the continued use of his company
cellular telephone until December 31, 2005. Ferro will cooperate
Mr. Kramer is transferring his company cellular telephone number to
personal cellular telephone service of Mr. Kramer's choosing.
On or before December 31, 2005, Mr. Kramer will deliver his
computer to Ferro. Ferro will then delete from the computer's
drive any and all Ferro confidential and proprietary information.
Ferro has completed the deletion process, Ferro will return the
company computer to Mr. Kramer and Mr. Kramer will be entitled
retain the company computer at no cost to Mr. Kramer. Mr. Kramer
not use any information or data remaining on such computer in
manner that is inconsistent with his obligations under numbered
paragraph 7 below.
Mr. Kramer's rights with respect to other Ferro employee
including his rights with respect to Ferro's supplemental
contribution and defined benefit plans and deferred compensation
will be governed by the terms and conditions of such plans.
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.
2005 bonus will be determined in accordance with standard
Ferro policy. Ferro will add to the amount so determined the gross
of $6,000.00. Mr. Kramer's 2005 bonus will be paid on or before
Mr. Kramer will
not be eligible for a bonus payment for the year 2006
or any year thereafter.
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:
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,
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,
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,
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,
an option exercise price of $19.39 per share.
Mr. Kramer will not be awarded any further options under any
stock option plan.
Subject to any