0000950123-11-017806 Sample Contracts

RECITALS
Separation Agreement • February 24th, 2011 • Om Group Inc • Secondary smelting & refining of nonferrous metals • Ohio
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JOINT VENTURE AGREEMENT -----------------------
Joint Venture Agreement • February 24th, 2011 • Om Group Inc • Secondary smelting & refining of nonferrous metals
OM GROUP, INC.
Non-Incentive Stock Option Agreement • February 24th, 2011 • Om Group Inc • Secondary smelting & refining of nonferrous metals

THIS STOCK OPTION AGREEMENT, dated as of (being the date this option is granted) by and between OM GROUP, INC. (the “Company”), and (the “Participant”), a Key Employee of the Company or a subsidiary of the Company, is to evidence the non-incentive stock option granted to the Participant as described herein. Capitalized terms used herein and not otherwise defined have the meaning ascribed to them in the 1998 Long-Term Incentive Compensation Plan of the Company, as adopted by the shareholders on May 5, 1998, and as it may be amended (the “Plan”).

SEVERANCE AGREEMENT
Severance Agreement • February 24th, 2011 • Om Group Inc • Secondary smelting & refining of nonferrous metals

THIS SEVERANCE AGREEMENT (“Agreement”) is entered into as of the 7th day of November, 2005, by and between OM Group, Inc., a Delaware corporation (the “Company”) and Valerie Gentile Sachs, an executive officer of the Company (the “Executive”).

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • February 24th, 2011 • Om Group Inc • Secondary smelting & refining of nonferrous metals • Ohio

This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of ________________ __, 20__, is made by and between OM Group, Inc., a Delaware corporation (the “Company”), and ____________________ (the “Executive”).

WITNESSETH
Non-Incentive Stock Option Agreement • February 24th, 2011 • Om Group Inc • Secondary smelting & refining of nonferrous metals
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