This Separation Agreement (the "Agreement") is entered into this 17th day of October, 2003 between OM
Group, Inc. ("OMG") and Thomas R. Miklich ("Executive").
A. OMG and Executive entered into an Employment Agreement dated May 1, 2002, as amended on December
1, 2002 and July 31, 2003 (the "Employment Agreement"), regarding the employment of Executive by OMG as
its Chief Financial Officer.
B. OMG and Executive desire to terminate the employment of Executive with OMG.
C. OMG and Executive desire to provide for the orderly and efficient transition of the financial management of
OMG from Executive to the successor principal financial officer of OMG.
D. OMG and Executive wish to set forth the severance payments and benefits to which Executive will be entitled
in connection with the termination of his employment with OMG.
NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, OMG and Executive
hereby agree as hereinafter set forth:
1. TERMINATION OF EMPLOYMENT. The employment of Executive with OMG will terminate as of the
earlier of (X) April 30, 2004, (Y) the date that a new Chief Financial Officer (or other principal financial officer)
of OMG commences employment, and (Z) the date that OMG terminates Executive's employment with OMG as
provided in the immediately following sentence (the "Termination Date"). At any time prior to April 30, 2004,
OMG will have the right to terminate Executive's employment for any reason or no reason upon written notice to
Executive and Executive will also have the right to resign for any reason or no reason upon written notice to
2. CONFIDENTIALITY. Except to the extent required by law or otherwise in order to enforce the terms of this
Agreement, OMG and Executive will keep the terms and conditions of this Agreement confidential. Executive will
not discuss the terms and conditions of this Agreement or reveal them to any person other than his spouse