0000950152-06-009373 Sample Contracts

AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 14th, 2006 • Om Group Inc • Secondary smelting & refining of nonferrous metals • Ohio

This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of ___, 2006, is made by and between OM Group, Inc., a Delaware corporation (the “Company”), and (the “Executive”).

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AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 14th, 2006 • Om Group Inc • Secondary smelting & refining of nonferrous metals • Ohio

This Amended and Restated Change in Control Agreement (this “Agreement”), dated as of November 13, 2006, is made by and between OM Group, Inc., a Delaware corporation (the “Company”), and Joseph M. Scaminace (“Executive”).

AMENDMENT NO. 1 to the EMPLOYMENT AGREEMENT BETWEEN JOSEPH M. SCAMINACE and OM GROUP, INC. (Dated May 26, 2005)
Employment Agreement • November 14th, 2006 • Om Group Inc • Secondary smelting & refining of nonferrous metals

OM Group, Inc. (the “Company”) and Joseph M. Scaminace (the “Executive”) hereby agree to amend the Employment Agreement between the Executive and the Company, dated May 26, 2005 (the “Agreement”), effective November 13, 2006.

AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • November 14th, 2006 • Om Group Inc • Secondary smelting & refining of nonferrous metals

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (“Agreement”) is entered into as of the 13th day of November, 2006, by and between OM Group, Inc., a Delaware corporation (the “Company”) and Valerie Gentile Sachs, an executive officer of the Company (the “Executive”).

SEVERANCE AGREEMENT
Severance Agreement • November 14th, 2006 • Om Group Inc • Secondary smelting & refining of nonferrous metals

THIS SEVERANCE AGREEMENT (“Agreement”) is entered into as of the day of , 2006, by and between OM Group, Inc., a Delaware corporation (the “Company”) and , an executive officer of the Company (the “Executive”).

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