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SEPARATION AGREEMENT AND RELEASE

Release Agreement

SEPARATION AGREEMENT AND RELEASE | Document Parties: FERRO CORP | M. CRAIG Benson You are currently viewing:
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FERRO CORP | M. CRAIG Benson

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Title: SEPARATION AGREEMENT AND RELEASE
Governing Law: Ohio     Date: 3/31/2006
Industry: Chemical Manufacturing     Sector: Basic Materials

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                                  EXHIBIT 10(o)
                              SEPARATION AGREEMENT
                                   AND RELEASE

     This document is a SEPARATION AGREEMENT AND RELEASE (this "Separation
Agreement") and is between FERRO CORPORATION ("Ferro") and M. CRAIG Benson ("Mr.
Benson").

     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
          Material Systems.

     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.

<PAGE>

     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.


                                       -2-

<PAGE>

     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.

     I.    OUTPLACEMENT

          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.
          Benson.

     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
          or 2007.


                                       -3-

<PAGE>

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 determ


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