This Release Agreement involves
Title: SEPARATION AGREEMENT AND RELEASE
Governing Law: Ohio Date: 3/31/2006
Industry: Chemical Manufacturing Sector: Basic Materials
This document is a SEPARATION AGREEMENT AND RELEASE (this "Separation
Agreement") and is between FERRO CORPORATION ("Ferro") and M. CRAIG Benson ("Mr.
For good and valuable consideration, and intending to be legally bound,
Ferro and Mr. Benson hereby agree as follows:
1. TERMINATION OF EMPLOYMENT
A. Ferro has employed Mr. Benson since January 1, 2000.
B. As of January 1, 2000, Mr. Benson and Ferro signed an employment
agreement (the "Employment Agreement") with Ferro, which agreement was
amended effective March 15, 2000.
C. As of July 31, 2001, Ferro and Mr. Benson signed a Change in Control
Agreement (the "Change in Control Agreement").
D. As of March 2, 2002, Mr. Benson and Ferro executed a Confidentiality
Agreement ("Confidentiality Agreement").
E. Mr. Benson currently serves as Ferro's Vice President, Electronic
F. Ferro and Mr. Benson have mutually decided to end Mr. Benson'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, Mr. Benson would have been
entitled to receive -
(1) An amount equal to one week's base pay for each completed year of
service plus five additional weeks' pay, or $52,884.59 (i.e.,
$4,807.69 times 11 weeks),
(2) Two weeks' pay in lieu of notice, or $9,615.38 (i.e., $4,807.69
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
June 30, 2006.
B. The payments and benefits Mr. Benson would have been entitled to
receive under Ferro's standard severance practice are called the
"Normal Package" below.
3. ENHANCED PACKAGE
In consideration of the agreements and promises made by Mr. Benson in this
Separation Agreement, Ferro is prepared to provide Mr. Benson with, and Mr.
Benson 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
Mr. Benson will continue on Ferro's payroll at his current salary and
with his current employee benefits through February 28, 2006. Mr.
Benson's employment with Ferro will terminate at the close of business
on that date.
B. SEVERANCE PERIOD
The "Severance Period" will be the period beginning March 1, 2006, and
ending the earlier of August 31, 2007, or the date on which Mr. Benson
begins employment and receives income from another employer.
C. SEVERANCE PAYMENTS
During the Severance Period, Ferro will pay Mr. Benson as severance
Mr. Benson's current base salary of $10,416.67 per pay period.
D. SEVERANCE BENEFITS
During the Severance Period, Ferro will pay the employer's portion of
Mr. Benson's premium costs under Ferro's group health (i.e., medical,
dental, and vision) plans.
E. UNUSED VACATION
On or before April 10, 2006, Ferro will pay Mr. Benson the amount of
$15,000.00 representing 15 days of earned but unused vacation.
F. COMPANY AUTOMOBILE
On or before May 1, 2006, Mr. Benson will be entitled to purchase his
company automobile in accordance with normal Ferro policy applicable
to corporate officers of Ferro. Mr. Benson will be entitled to the use
of such automobile (together with gasoline, normal maintenance, and
insurance) until such date.
G. CELLULAR TELEPHONE
Mr. Benson will be entitled to the continued use of his company
cellular telephone until March 1, 2006. Ferro will cooperate with Mr.
Benson in transferring his company cellular telephone number to a
personal cellular telephone service of Mr. Benson's choosing.
H. COMPANY COMPUTER
Ferro has custody of Mr. Benson's company computer. Ferro will 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. Benson and Mr.
Benson will be entitled to retain the company computer at no cost to
Mr. Benson. Mr. Benson will not use any information or data remaining
on such computer in any manner that is inconsistent with his
obligations under numbered paragraph 8 below.
For a period of one year after the termination of his employment,
Ferro will provide Mr. Benson (at Ferro's cost) with the services of
an executive outplacement firm selected by Ferro and acceptable to Mr.
J. OTHER BENEFITS
Except as set forth above, nothing in this Separation Agreement will
abrogate or otherwise modify or amend Mr. Benson's rights and benefits
under other employee benefit plans. Accordingly, Mr. Benson's rights
and benefits under such other employee benefit plans will be governed
by the terms and conditions of such plans.
4. ANNUAL INCENTIVE PLAN
A. Mr. Benson is a participant in the Ferro annual incentive plan and is
eligible for a bonus payment under such plan for the year 2005.
B. Ferro will determine the amount of Mr. Benson's bonus (if any) in good
faith and in the ordinary course. If Mr. Benson is entitled to a bonus
payment for 2005, Ferro will pay Mr. Benson the bonus when payments
are made to other participants.
C. Mr. Benson will not be eligible for a bonus payment for the years 2006
5. STOCK OPTIONS
A. Mr. Benson 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:
(1) 5,500 Non-Qualified Options granted February 11, 2000, with an
option exercise price of $18.50 per share,
(2) 5,500 Non-Qualified Options granted February 9, 2001, with an
option exercise price of $23.60 per share,
(3) 2,000 Non-Qualified Options granted February 9, 2001, with an
option exercise price of $23.60 per share,
(4) 10,000 Non-Qualified Options granted February 11, 2002, with an
option exercise price of $25.50 per share,
(5) 7,000 Non-Qualified Options granted February 28, 2003, with an
option exercise price of $21.26 per share,
(6) 20,000 Non-Qualified Options granted February 9, 2004, with an
option exercise price of $26.26 per share,
(7) 12,372 Non-Qualified Options granted February 7, 2005, with an
option exercise price of $19.39 per share, and
(8) 20,628 Incentive Stock Options granted February 7, 2005, with an
option exercise price of $19.39 per share.
Mr. Benson will not be awarded any further options under any Ferro
stock option plan.
B. Subject to any trading blackouts that may from time to time be in
effect, Mr. Benson will be entitled to exercise any of the foregoing
options that have vested as of the date his employment with Ferro
terminates provided Mr. Benson carries out such exercise no later than
90 days after Ferro has filed its Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, with the Securities and Exchange
Commission. After such 90-day period has ended, however, Mr. Benson
will not be entitled to exercise any further Ferro stock options.
6. PERFORMANCE SHARE AWARDS
A. Ferro made an award of 5,000 Performance Shares to Mr. Benson in 2003
under Ferro's 1997 Performance Share Plan and Ferro's 2003 Long-Term
Incentive Compensation Plan for the performance period January 1,
2003, through December 31, 2005. Ferro will determine
the amount (if any) of Mr. Benson's award with respect to such
Performance Shares in good faith and in the ordinary course. If Mr.
Benson is entitled to a distribution of shares or payment in respect
of such award, Ferro will make the resulting distribution of shares or
payment to Mr. Benson when distributions and payments are made to
B. Ferro has also made the following as-yet-unmatured awards of
Performance Shares to Mr. Benson under Ferro's 1997 Performance Share
Plan and/or Ferro's 2003 Long-Term Incentive Compensation Plan:
(1) 8,300 Performance Shares for the performance period January 1,
2004, through December 31, 2006, and
(2) 7,300 Performance Shares for the performance period January 1,
2005, through December 31, 2007.
C. Ferro will make no further awards to Mr. Benson under the Performance
Share Plan and Mr. Benson will be eligible for no further