Henke Andrew T. - 21 Apr 2022 Form 4 Insider Report for FERRO CORP

Footnote F1

On April 21, 2022, PMHC II Inc. ("Prince"), an affiliate of Prince International Corporation, acquired Ferro Corporation (the "Issuer") pursuant to an Agreement and Plan of Merger, dated as of May 11, 2021 (the "Merger Agreement"), by and among the Issuer, Prince and PMHC Fortune Merger Sub, Inc., a wholly owned subsidiary of Prince ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as a direct or indirect, wholly owned subsidiary of Prince. At the effective time of the Merger, each issued and outstanding share of the Issuer's common stock, par value $1.00 per share, (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $22.00 per share in cash (the "Merger Consideration"), without interest and less any applicable withholding tax.

Footnote F2

Each phantom share ("Phantom Share") is the equivalent of one share of Issuer Common Stock. Pursuant to the Merger Agreement each Phantom Share awarded under the Issuer's Supplemental Defined Contribution Plan for Executive Employees automatically converted into the right to receive the Merger Consideration, without interest and less any applicable withholding tax.

Footnote F3

Pursuant to the Merger Agreement, options to purchase shares of Common Stock (the "Options") which originally provided for vesting in equal annual installments commencing February 17, 2022, became fully vested (to the extent not previously vested) and canceled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the difference between the exercise price of the Option and the Merger Consideration multiplied by the number of shares of Common Stock subject to such Option, immediately prior to the effective time of the Merger.

Footnote F4

Represents a contingent right to receive one share of the Issuer's Common Stock payable in Common Stock, cash or a combination thereof at the discretion of the Issuer's Compensation Committee.

Footnote F5

Pursuant to the Merger Agreement, each outstanding restricted stock unit ("RSU") and performance share unit ("PSU"), was cancelled and entitled the holder to receive an amount of cash, without interest and subject to deduction for any required tax withholding, equal to the number of shares of Common Stock subject to such RSU or PSU, as applicable, immediately prior to the effective time of the Merger, multiplied by the Merger Consideration. PSUs acquired include additional share units deemed earned based on the achievement of actual performance above target level performance through the effective time of the Merger which were not required to be included on prior reports prior to the satisfaction of the performance-based vesting conditions.

Footnote F6

Represents PSUs granted in 2021, which were originally scheduled to vest based on the achievement of certain performance criteria. The number of shares of Common Stock actually earned in respect of the PSUs was determined based on the Issuer's determination of applicable performance result in accordance with the terms of the applicable PSU award agreement and the Merger Agreement.

Footnote F7

Represents RSUs granted in 2019, which were originally scheduled to vest on September 4, 2022. Once vested, settlement of the RSUs and delivery of Common Stock was originally subject to an additional two-year holding period.

Footnote F8

Represents RSUs granted in 2022, which were originally scheduled to vest in three equal annual installments beginning on February 10, 2023.

Footnote F9

Represents the remaining portion of an RSU grant of 2,000 RSUs granted in 2021, which were originally scheduled to vest in three equal annual installments beginning on February 17, 2022.

Footnote F10

Represents the remaining portion of an RSU grant of 4,140 RSUs granted in 2020, which were originally scheduled to vest in three equal annual installments beginning on February 19, 2021.