OGLEBAY NORTON CO /NEW/
AMENDMENT TO EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>AMENDMENT TO EMPLOYMENT AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.3

                                   AMENDMENT
                                   ---------
                                       TO
                                       --
                              EMPLOYMENT AGREEMENT
                              --------------------


          THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into on this 30th
day of June, 2000, by and between OGLEBAY NORTON COMPANY, a Delaware
corporation ("Oglebay"), and JOHN N. LAUER ("Lauer").

          WHEREAS, Oglebay and Lauer have entered into a certain Employment
Agreement (the "Agreement"), dated December 17, 1997, setting forth certain
terms and conditions relating to the engagement and employment of Lauer as the
President and Chief Executive Officer of Oglebay; and

          WHEREAS, Oglebay and Lauer desire to amend the Agreement to provide
certain additional remuneration to Lauer subject to the terms and conditions as
further set forth herein;

          NOW, THEREFORE, Oglebay and Lauer hereby agree to amend the Agreement
by adding thereto a new provision as Section 6.4 thereof to provide as follows:

          6.4  Excise Tax Gross-Up Upon Termination by Lauer after a Change of
     Control.

          (a)  In the event any payment or distribution by Oglebay or other
     amount with respect to Oglebay to or for the benefit of Lauer, whether paid
     or payable or distributed or distributable pursuant to the terms of this
     Agreement or otherwise, but determined without regard to any additional
     payments required under this Section 6.4 (a "Payment"), is (or will be)
     subject to the excise tax imposed by Section 4999 of the Internal Revenue
     Code of 1986, as amended (the "Code"), or any interest or penalties are (or
     will be) incurred by Lauer with respect to the excise tax imposed by
     Section 4999 of the Code with respect to Oglebay (the excise tax, together
     with any interest and penalties, are hereinafter collectively referred to
     as the "Excise Tax"), Lauer shall be entitled to receive an additional cash
     payment (an "Excise Tax Gross-Up Payment") from Oglebay in an amount equal
     to the sum of the Excise Tax and an amount sufficient to pay the cumulative
     Excise Tax, all cumulative income taxes (including any interest and
     penalties imposed with respect to such taxes) relating to the Excise Tax
     Gross-Up Payment, and any other taxes of an extraordinary or penalty nature
     which may arise as a result of the Excise Tax Gross-Up Payment that are not
     avoidable by the exercise of reasonable diligence by Lauer so that the net
     amount retained by Lauer is equal to all payments received pursuant to the
     terms of this Agreement or otherwise less income taxes (but not reduced by
     the Excise Tax) and less any other taxes of an extraordinary or penalty
     nature the imposition of which are avoidable by the exercise of reasonable
     diligence on the part of Lauer.
<PAGE>

          (b) All determinations required to be made under this Section 6.4,
     including whether and when an Excise Tax Gross-Up Payment is required and
     the amount of such Excise Tax Gross-Up Payment and the assumptions to be
     utilized in arriving at the determination, shall be made by a certified
     public accounting firm designated by Lauer (the "Accounting Firm") which
     shall provide detailed supporting calculations both to Oglebay and Lauer
     within 30 days after the receipt of notice from Lauer that there has been a
     Payment, or such earlier time as is requested by Oglebay.  In the event
     that at any time relevant to this Agreement the Accounting Firm is serving
     as accountant or auditor for the individual, entity or group or person
     effecting the Change of Control, Lauer shall appoint another certified
     public accounting firm to make the determinations required hereunder (which
     accounting firm shall then be referred to as the Accounting Firm
     hereunder).  All fees and expenses of the Accounting Firm shall be borne
     solely by Oglebay.  Any Excise Tax Gross-Up Payment, as determined in
     accordance with this Section 6.4, shall be paid by Oglebay to Lauer within
     five days after the receipt of the Accounting Firm's determination.  If the
     Accounting Firm determines that no Excise Tax is payable by Lauer, it shall
     so indicate to Lauer in writing.  Any determination by the Accounting Firm
     shall be binding upon Oglebay and Lauer.  As a result of uncertainty in the
     application of Section 4999 of the Code at the time of the initial
     determination by the Accounting Firm, it is possible that Excise Tax Gross-
     Up Payments that Oglebay should have made will not have been made (an
     "Underpayment"), consistent with the calculations required to be made
     hereunder. In the event Lauer is required to make a payment of any Excise
     Tax, the Accounting Firm shall determine the amount of Underpayment that
     has occurred and the Underpayment shall be promptly paid by Oglebay to or
     for the benefit of Lauer.

          (c)  Lauer shall notify Oglebay in writing of any claim by the
     Internal Revenue Service that, if successful, would require an Excise Tax
     Gross-Up Payment that has not already been paid by Oglebay (an "Excise Tax
     Claim"). The notification shall be given as soon as practicable after Lauer
     is informed in writing of the Excise Tax Claim and shall apprise Oglebay of
     the nature of the claim and the date on which the claim is requested to be
     paid. Lauer shall not pay the claim prior to the expiration of the 30-day
     period following the date on which Lauer gives notice to Oglebay or any
     shorter period ending on the date that any payment of taxes with respect to
     the claim is due. If Oglebay notifies Lauer in writing prior to the
     expiration of the 30-day period that it desires to contest the claim, Lauer
     shall:

               (i)     give Oglebay any information reasonably requested by
          Oglebay relating to the Excise Tax Claim;

               (ii)    take any action in connection with contesting the Excise
          Tax Claim as he shall determine or Oglebay shall reasonably request in
          writing after consulting with Lauer, provided that any legal
          representation shall be by an attorney selected by Lauer; and

               (iii)   cooperate with Oglebay in good faith in order effectively
          to contest the Excise Tax Claim.

                                       2
<PAGE>

     Oglebay shall take any and all actions as Lauer shall reasonably determine
     are necessary or advisable to effectively contest the Excise Tax Claim.
     Oglebay shall bear and pay directly all costs and expenses (including
     additional interest and penalties) incurred in connection with the contest
     and shall indemnify and hold Lauer harmless, on an after-tax basis for any
     Excise Tax or income tax (including interest and penalties with respect
     thereto) imposed as a result of the representation and payment of costs and
     expenses. If Lauer determines to pay the Excise Tax Claim and sue for a
     refund, Oglebay shall advance the amount of payment to Lauer, on an
     interest-free basis, and shall indemnify and hold Lauer harmless, on an
     after-tax basis, from any Excise Tax or income tax (including interest or
     penalties with respect thereto) imposed with respect to the advance or with
     respect to any imputed income with respect to the advance; and any
     extension of the statute of limitations relating to payment of taxes for
     the taxable year of Lauer with respect to which the contested amount is
     claimed to be due shall be limited solely to the contested amount.
     Oglebay's consultations relating to the contest shall be limited to issues
     with respect to which an Excise Tax Gross-Up Payment would be payable
     hereunder and Lauer shall be entitled to settle or contest, as the case may
     be, any other issue raised by the Internal Revenue Service or any other
     taxing authority.

          (d)  If, after the receipt by Lauer of an amount advanced by Oglebay
     pursuant to Section 6.4(c), Lauer becomes entitled to receive any refund
     with respect to the claim, Lauer shall, subject to Oglebay's  compliance
     with the requirements of Section 6.4(c), promptly pay to Oglebay the amount
     of the refund to the extent related to the Excise Tax (together with any
     interest paid or credited thereon after taxes applicable thereto).  If,
     after the receipt by Lauer of an amount advanced by Oglebay pursuant to
     Section 6.4(c), a determination is made that Lauer shall not be entitled to
     any refund with respect to the claim and Lauer does not determine to
     contest the denial of refund, then the advance shall be forgiven and shall
     not be required to be repaid and the amount of the advance shall offset, to
     the extent thereof, the amount of Excise Tax Gross-Up Payment required to
     be paid.

                                       3
<PAGE>

          IN WITNESS WHEREOF, Oglebay and Lauer have executed this Agreement,
Oglebay by the duly authorized Chairman of the Compensation, Organization and
Governance Committee of its Board of Directors, as of the date first written
above.

                                    OGLEBAY NORTON COMPANY



                                     By /s/ Albert C. Bersticker
                                        -------------------------------
                                        Albert C. Bersticker, Chairman,
                                        Compensation, Organization and
                                        Governance Committee


                                        /s/ John N. Lauer
                                        -------------------------------
                                        John N. Lauer

                                       4
</TEXT>
</DOCUMENT>
