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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.
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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.
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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.
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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
