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O-I Glass, Inc./DE – ‘10-K’ for 12/31/11 – ‘EX-10.29’

On:  Thursday, 2/9/12, at 4:20pm ET   ·   For:  12/31/11   ·   Accession #:  1047469-12-772   ·   File #:  1-09576

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/09/12  O-I Glass, Inc./DE                10-K       12/31/11  117:21M                                    Toppan Merrill-FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.92M 
 2: EX-10.25    Material Contract                                   HTML     93K 
 3: EX-10.28    Material Contract                                   HTML     76K 
 4: EX-10.29    Material Contract                                   HTML     80K 
 6: EX-21       Subsidiaries List                                   HTML     61K 
 7: EX-23       Consent of Experts or Counsel                       HTML     33K 
 8: EX-24       Power of Attorney                                   HTML     41K 
 5: EX-12       Statement re: Computation of Ratios                 HTML     47K 
 9: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
10: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
11: EX-32.1     Certification -- §906 - SOA'02                      HTML     32K 
12: EX-32.2     Certification -- §906 - SOA'02                      HTML     32K 
80: R1          Document and Entity Information                     HTML     57K 
63: R2          Consolidated Results of Operations                  HTML    161K 
76: R3          Consolidated Comprehensive Income                   HTML     72K 
84: R4          Consolidated Balance Sheets                         HTML    205K 
107: R5          Consolidated Balance Sheets (Parenthetical)         HTML     47K  
66: R6          Consolidated Share Owners' Equity                   HTML    108K 
75: R7          Consolidated Share Owners' Equity (Parenthetical)   HTML     40K 
57: R8          Consolidated Cash Flows                             HTML    195K 
47: R9          Significant Accounting Policies                     HTML     53K 
109: R10         Earnings Per Share                                  HTML     56K  
86: R11         Supplemental Cash Flow Information                  HTML     52K 
85: R12         Inventories                                         HTML     39K 
92: R13         Equity Investments                                  HTML     60K 
93: R14         Debt                                                HTML     87K 
90: R15         Operating Leases                                    HTML     34K 
94: R16         Foreign Currency Transactions                       HTML     35K 
77: R17         Derivative Instruments                              HTML     86K 
81: R18         Accumulated Other Comprehensive Income (Loss)       HTML     63K 
88: R19         Income Taxes                                        HTML    118K 
117: R20         Stock Options and Other Stock Based Compensation    HTML     78K  
102: R21         Pension Benefit Plans and Other Postretirement      HTML    277K  
                Benefits                                                         
71: R22         Other Expense                                       HTML     38K 
87: R23         Restructuring Accruals                              HTML     68K 
73: R24         Additional Interest Charges from Early              HTML     32K 
                Extinguishment of Debt                                           
38: R25         Contingencies                                       HTML     58K 
103: R26         Segment Information                                 HTML    119K  
113: R27         Goodwill                                            HTML     54K  
52: R28         Other Assets                                        HTML     38K 
51: R29         Business Combinations                               HTML     50K 
55: R30         Discontinued Operations                             HTML     53K 
56: R31         Financial Information for Subsidiary Guarantors     HTML    231K 
                and Non-Guarantors                                               
58: R32         Schedule Ii - Valuation and Qualifying Accounts     HTML     54K 
                (Consolidated)                                                   
26: R33         Significant Accounting Policies (Policies)          HTML    133K 
100: R34         Significant Accounting Policies (Tables)            HTML     36K  
69: R35         Earnings Per Share (Tables)                         HTML     53K 
72: R36         Supplemental Cash Flow Information (Tables)         HTML     51K 
42: R37         Inventories (Tables)                                HTML     36K 
116: R38         Equity Investments (Tables)                         HTML     60K  
19: R39         Debt (Tables)                                       HTML     85K 
60: R40         Derivative Instruments (Tables)                     HTML     76K 
106: R41         Accumulated Other Comprehensive Income (Loss)       HTML     55K  
                (Tables)                                                         
40: R42         Income Taxes (Tables)                               HTML    118K 
50: R43         Stock Options and Other Stock Based Compensation    HTML     74K 
                (Tables)                                                         
54: R44         Pension Benefit Plans and Other Postretirement      HTML    301K 
                Benefits (Tables)                                                
64: R45         Restructuring Accruals (Tables)                     HTML     63K 
25: R46         Contingencies (Tables)                              HTML     37K 
46: R47         Segment Information (Tables)                        HTML    122K 
21: R48         Goodwill (Tables)                                   HTML     54K 
105: R49         Other Assets (Tables)                               HTML     38K  
39: R50         Business Combinations (Tables)                      HTML     37K 
101: R51         Discontinued Operations (Tables)                    HTML     48K  
43: R52         Financial Information for Subsidiary Guarantors     HTML    234K 
                and Non-Guarantors (Tables)                                      
61: R53         Significant Accounting Policies (Details)           HTML     39K 
20: R54         Significant Accounting Policies (Details 2)         HTML     35K 
23: R55         Significant Accounting Policies (Details 3)         HTML     53K 
53: R56         Earnings Per Share (Details)                        HTML    103K 
30: R57         Supplemental Cash Flow Information (Details)        HTML     69K 
110: R58         Inventories (Details)                               HTML     47K  
68: R59         Equity Investments (Details)                        HTML    105K 
91: R60         Debt (Details)                                      HTML    170K 
45: R61         Debt (Details 2)                                    HTML     44K 
48: R62         Operating Leases (Details)                          HTML     57K 
98: R63         Foreign Currency Transactions (Details)             HTML     34K 
95: R64         Derivative Instruments (Details)                    HTML     54K 
70: R65         Derivative Instruments (Details 2)                  HTML     61K 
97: R66         Derivative Instruments (Details 3)                  HTML     42K 
44: R67         Accumulated Other Comprehensive Income (Loss)       HTML     70K 
                (Details)                                                        
74: R68         Income Taxes (Details)                              HTML     99K 
112: R69         Income Taxes (Details 2)                            HTML     67K  
22: R70         Income Taxes (Details 3)                            HTML    105K 
36: R71         Income Taxes (Details 4)                            HTML     85K 
62: R72         Stock Options and Other Stock Based Compensation    HTML     64K 
                (Details)                                                        
28: R73         Stock Options and Other Stock Based Compensation    HTML    103K 
                (Details 2)                                                      
115: R74         Stock Options and Other Stock Based Compensation    HTML     98K  
                (Details 3)                                                      
41: R75         Pension Benefit Plans and Other Postretirement      HTML    113K 
                Benefits (Details)                                               
31: R76         Pension Benefit Plans and Other Postretirement      HTML     68K 
                Benefits (Details 2)                                             
35: R77         Pension Benefit Plans and Other Postretirement      HTML    168K 
                Benefits (Details 3)                                             
24: R78         Pension Benefit Plans and Other Postretirement      HTML     90K 
                Benefits (Details 4)                                             
27: R79         Pension Benefit Plans and Other Postretirement      HTML     64K 
                Benefits (Details 5)                                             
82: R80         Pension Benefit Plans and Other Postretirement      HTML     76K 
                Benefits (Details 6)                                             
33: R81         Pension Benefit Plans and Other Postretirement      HTML     63K 
                Benefits (Details 7)                                             
111: R82         Other Expense (Details)                             HTML     53K  
59: R83         Restructuring Accruals (Details)                    HTML     71K 
89: R84         Additional Interest Charges from Early              HTML     36K 
                Extinguishment of Debt (Details)                                 
96: R85         Contingencies (Details)                             HTML     72K 
32: R86         Segment Information (Details)                       HTML     82K 
34: R87         Segment Information (Details 2)                     HTML     83K 
108: R88         Segment Information (Details 3)                     HTML     39K  
29: R89         Segment Information (Details 4)                     HTML     36K 
83: R90         Goodwill (Details)                                  HTML     59K 
79: R91         Other Assets (Details)                              HTML     51K 
99: R92         Business Combinations (Details)                     HTML     65K 
78: R93         Discontinued Operations (Details)                   HTML    107K 
67: R94         Financial Information for Subsidiary Guarantors     HTML    119K 
                and Non-Guarantors (Details)                                     
104: R95         Financial Information for Subsidiary Guarantors     HTML    144K  
                and Non-Guarantors (Details 2)                                   
65: R96         Schedule Ii - Valuation and Qualifying Accounts     HTML     50K 
                (Consolidated) (Details)                                         
114: XML         IDEA XML File -- Filing Summary                      XML    166K  
49: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   2.78M 
13: EX-101.INS  XBRL Instance -- oi-20111231                         XML   4.13M 
15: EX-101.CAL  XBRL Calculations -- oi-20111231_cal                 XML    487K 
18: EX-101.DEF  XBRL Definitions -- oi-20111231_def                  XML   1.52M 
16: EX-101.LAB  XBRL Labels -- oi-20111231_lab                       XML   4.52M 
17: EX-101.PRE  XBRL Presentations -- oi-20111231_pre                XML   2.14M 
14: EX-101.SCH  XBRL Schema -- oi-20111231                           XSD    342K 
37: ZIP         XBRL Zipped Folder -- 0001047469-12-000772-xbrl      Zip    387K 


‘EX-10.29’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




Exhibit 10.29

 

2005 INCENTIVE AWARD PLAN

 

OF

 

OWENS-ILLINOIS, INC.

 

PERFORMANCE SHARE UNIT AGREEMENT

 

THIS PERFORMANCE SHARE UNIT (“PSU”) AGREEMENT (“AGREEMENT”), dated                           is made by and between Owens-Illinois, Inc., a Delaware corporation (the “Company”) and the person whose account for which this grant is being accepted, an employee of the Company or a Parent Corporation or a Subsidiary (the “Employee”):

 

WHEREAS, the Company has established the 2005 Incentive Award Plan (the “Plan”); and

 

WHEREAS, the Plan provides for the issuance of restricted share units subject to vesting based on performance conditions as PSUs and to other conditions stated herein; and

 

WHEREAS, the Compensation Committee of the Board of Directors of the Company (the “Committee”) has determined it would be to the advantage and best interest of the Company and its stockholders to issue the PSUs provided for herein to the Employee in partial consideration of services rendered, or to be rendered, to the Company and/or its subsidiaries.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto do hereby agree as follows:

 

ARTICLE I.

 

DEFINITIONS

 

Whenever the following terms are used in this Agreement, they shall have the meaning specified below, unless the context clearly indicates to the contrary.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan.  The masculine pronoun shall include the feminine and neuter and the singular the plural, where the context so indicates.

 

Section 1.1.                                Cause

 

Cause” shall mean dishonesty, disloyalty, misconduct, insubordination, failure to reasonably devote working time to assigned duties, failure or refusal to comply with any reasonable rule, regulation, standard or policy which from time to time may be established by the Company, including, without limitation, those policies set forth in the Owens-Illinois Policy Manual in effect from time to time, or failure to fully cooperate with any investigation of an alleged violation of any such rule, regulation, standard or policy.

 



 

Section 1.2.                                Common Stock

 

Common Stock” shall mean the common stock of the Company, $.01 par value.

 

Section 1.3.                                Competing Business

 

Competing Business” shall mean any person, corporation or other entity engaged in the United States of America or in any other country in which the Company, any Parent Corporation or any Subsidiary manufactures or sells its products, in the manufacture or sale of glass containers, or any other products manufactured or sold by the Company, any Parent Corporation or any Subsidiary within the last two (2) years prior to the Employee’s Termination of Employment or Retirement.

 

Section 1.4.                                Disability

 

Disability” means the total disability of the Employee, as determined in the sole discretion of the Committee

 

Section 1.5.                                Exchange Act

 

Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

 

Section 1.6.                                Fair Market Value

 

Fair Market Valuemeans with respect to a share of Stock as of a given date, (i) the closing price of a share of Stock on the principal exchange on which shares of Stock are then trading, if any, or if shares were not traded on that day, then on the next preceding trading day during which a sale occurred; or (ii) if Stock is not traded on an exchange but is quoted on NASDAQ or a successor or other quotation system, (1) the last sales price (if Stock is then listed as a National Market Issue under the NASDAQ National Market System) for such day; or (2) the mean between the closing representative bid and asked prices (in all other cases) for the Stock on that day as reported by NASDAQ or such successor quotation system; or (iii) if the Stock is not publicly traded on an exchange and quoted on NASDAQ or a successor quotation system, the mean between the closing bid and asked prices for the Stock on such day as determined in good faith by the Committee; or (iv) if the Stock is not publicly traded the fair market value established by the Committee acting in good faith.

 

Section 1.7.                                Parent Corporation

 

Parent Corporation” shall mean any corporation in an unbroken chain of corporations ending with the Company if each of the corporations other than the Company then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

 

2



 

Section 1.8.                                Performance Period

 

Performance Period” shall mean January 1, 20       through December 31, 20      , or such shorter period ending on any Vesting Date occurring prior to December 31, 20      .

 

Section 1.9.                                Plan

 

Plan” shall mean the 2005 Incentive Award Plan of Owens-Illinois, Inc.

 

Section 1.10.                         Retirement

 

Retirement” solely for purposes of this Agreement shall mean “separation from service” (within the meaning of Section 409A of the Code) of an Employee from the Company, a Parent Corporation or a Subsidiary after reaching the age of 60 and having 10 years of employment.

 

Section 1.11.                         Rule 16b-3

 

Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be amended from time to time.

 

Section 1.12.                         Securities Act

 

Securities Act” shall mean the Securities Act of 1933, as amended.

 

Section 1.13.                         Subsidiary

 

Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.  “Subsidiary” shall also mean any partnership in which the Company and or any Subsidiary owns more than fifty (50%) percent of the capital or profits interests.

 

Section 1.14.                         Termination of Employment

 

Termination of Employment” shall mean the time when the employee-employer relationship between the Employee and the Company, a Parent Corporation or a Subsidiary is terminated for any reason, with or without Cause, including, but not by way of limitation, a termination by resignation or discharge, but excluding (a) a termination where there is a simultaneous reemployment or continuing employment of the Employee by the Company, a Parent Corporation or any Subsidiary, (b) a termination where the Employee continues a relationship (e.g., as a director or as a consultant) with the Company, a Parent Corporation or a Subsidiary, or (c) a termination resulting from the Retirement, death or Disability of the Employee.  The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a Termination of Employment resulted from a discharge for Cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment.  Notwithstanding any other provision of this Agreement, the Company, any Parent Corporation or

 

3



 

any Subsidiary has the absolute and unrestricted right to terminate the Employee’s employment at any time for any reason whatsoever, with or without Cause.

 

ARTICLE II.

 

ISSUANCE OF PSUs

 

Section 2.1.                                Issuance of PSUs

 

In consideration of the services rendered or to be rendered to the Company, a Parent Corporation or a Subsidiary and for other good and valuable consideration which the Committee has determined to be equal to the par value of its Common Stock, on the date hereof the Company awards to the Employee the number of PSUs specified for this grant in the “20         Equity Grant Letter” provided to the Employee by the Company under separate cover.

 

Section 2.2.                                No Right to Continued Employment

 

Nothing in this Agreement or in the Plan shall confer upon the Employee any right to continue in the employee of the Company, any Parent Corporation or any Subsidiary or shall interfere with or restrict in any way the rights of the Company, any Parent Corporation or any Subsidiary, which are hereby expressly reserved, to discharge the Employee at any time for any reasons whatsoever, with or without Cause.

 

ARTICLE III.

 

VESTING; PAYMENT

 

Section 3.1.                                Vesting of PSUs

 

Except as otherwise provided in this Section 3.1, the PSUs shall vest in their entirety on January 1, 20        ; provided, however, that notwithstanding the foregoing the PSU shall be fully vested on the date (i) the Employee dies, (ii) satisfies the requirements for Retirement under Section 1.10, (iii) experiences a Disability, or (iv) of a Change in Control, provided that the Employee does not experience a Termination of Employment prior to such date.  If the Employee experiences a Termination of Employment resulting from the Company’s discharge of the Employee not for Cause, such Employee shall immediately vest in that number of PSU’s, equal to the number of PSU’s in which such Employee would have vested on January 1, 20       , but for such Termination of Employment, times a fraction, the numerator of which is the number of days from the date hereof to the Termination of Employment and the denominator of which is the number of days from the date hereof to January 1, 20       .

 

Section 3.2.                                Termination of PSUs

 

Until vested pursuant to Section 3.1, all PSUs issued to the Employee pursuant to this Agreement shall terminate immediately upon a Termination of Employment.  For the avoidance of doubt, if the Employee experiences a Termination of Employment prior to a Vesting Date for

 

4



 

any reason not described in Section 3.1, all PSUs issued to the Employee pursuant to this Agreement shall immediately terminate.

 

Section 3.3.                                Payment of PSUs

 

Vested PSUs shall become payable, to the extent any amount becomes payable in respect of a vested PSU, as soon as practicable after January 1, 20       ; provided, however, if the Employee has not satisfied the requirements for Retirement or has not incurred a Disability, such payment shall be made by March 15, 20        , and if the Employee separates from service due to Retirement or Disability prior to January 1, 20        , such vested PSUs shall become payable as soon as practicable after the Company determines the extent, if any, to which the performance criteria below have been satisfied, but in any event during calendar year 20     .  Each vested PSU shall entitle the Employee to receive a number of shares of Common Stock, if any, determined in equal part by reference to

 

[Insert vesting schedule]

 

Section 3.4.                                Adjustments

 

In the event of any change in the number or type of outstanding shares of Common Stock as a result of a stock dividend, stock split or otherwise, the Committee may make such adjustments to the number of PSUs credited to the Employee, the shares subject to such PSUs, and/or the applicable performance criteria, as the Committee deems appropriate in its sole discretion.

 

ARTICLE IV.

 

NON-COMPETITION/NON-SOLICITATION

 

Section 4.1.                                Covenant Not to Compete

 

Employee covenants and agrees that prior to Employee’s Termination of Employment or Retirement and for a period of three (3) years following the Employee’s Termination of Employment or Retirement, including without limitation termination for Cause or without Cause, Employee shall not, in any country in which the Company, any Parent Corporation or any Subsidiary manufactures or sells it products, engage, directly or indirectly, whether as principal or as agent, officer, director, employee, consultant, shareholder or otherwise, alone or in association with any other person, corporation or other entity, in any Competing Business.

 

Section 4.2.                                Non-Solicitation of Employees

 

Employee agrees that prior to his Termination of Employment or Retirement and for three (3) years following Employee’s Termination of Employment or Retirement, including without limitation termination for Cause or without Cause, Employee shall not, directly or indirectly, solicit or induce, or attempt to solicit or induce, any employee of the Company, any Parent Corporation or any Subsidiary to leave the employment of the Company, any Parent Corporation or any Subsidiary for any reason whatsoever, or hire any employee of the Company,

 

5



 

any Parent Corporation or any Subsidiary except into the employment of the Company, a Parent Corporation or a Subsidiary.

 

Section 4.3                                   Equitable Relief

 

Employee agrees that it is impossible to measure in money the damages that will accrue to the Company in the event that Employee breaches any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.  Accordingly, in the event that Employee breaches any such restrictive covenant, the Company shall be entitled to an injunction restraining Employee from further violating such restrictive covenant.  If the Company shall institute any action or proceeding to enforce any such restrictive covenant, Employee hereby waives the claim or defense that the Company has an adequate remedy at law and agrees not to assert such claim or defense.  The foregoing shall not prejudice the Company’s right to require Employee to account for and pay over to the Company, and Employee hereby agrees to account for and pay over, any compensation, profits, monies, accruals or other benefits derived or received by Employee as a result of any transaction constituting a breach of any of the restrictive covenants provided in Sections 4.1 or 4.2 hereof.

 

ARTICLE V.

 

MISCELLANEOUS

 

Section 5.1.                                Administration

 

The Committee shall have the power to interpret the Plan and this Agreement, and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith, to interpret, amend or revoke any such rules.  All action taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Employee, the Company and all other interested persons. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan or this Agreement except with respect to matters which under Rule 16b-3, or any regulations or rules issued thereunder, are required to be determined in the sole discretion of the Committee.  No member of the Committee or Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the PSUs, and all members of the Committee and the Board shall be fully protected by the Company in respect of any such action, determination or interpretation.

 

Section 5.2.                                PSUs Not Transferable

 

No PSU or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Employee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), any attempted disposition thereof shall be null and void and of no effect; provided however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

 

6



 

Section 5.3.                                Conditions to Issuance of Stock Certificates

 

The Company shall not be required to issue or deliver any certificate or certificates for shares of stock pursuant to this Agreement prior to fulfillment of all of the following conditions:

 

(a)                                 The admission of such shares to listing on all stock exchanges on which such class of stock is then listed; and

 

(b)                                 The completion of any registration or other qualification of such shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Committee shall, in its sole discretion, deem necessary or advisable; and

 

(c)                                  The obtaining of any approval or other clearance from any state or federal governmental agency which the Committee shall, in its sole discretion, determine to be necessary or advisable; and

 

(d)                                 Subject to Section 5.10 the payment by the Employee of all amounts which, under federal, state or local tax law, the Company (or other employer corporation) is required to withhold upon vesting or payment of a PSU; and

 

(e)                                  The lapse of such reasonable period of time as the Committee may from time to time establish for reasons of administrative convenience.

 

Section 5.4.                                Notices

 

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Senior Vice President, Human Resources, and any notice to be given to the Employee shall be addressed to him at the address given beneath his signature hereto.  By a notice given puant to this Section 5.4, either party may hereafter designate a different address for notices to be given to him.  Any notice which is required to be given to the Employee shall, if the Employee is then deceased, be given to the Employee’s personal representative if such representative has previously informed the Company of his status and address by written notice under this Section 5.4.  Any notice shall be deemed duly given when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

 

Section 5.5.                                Rights as Stockholder; Dividends

 

No Employee shall, by virtue of any PSU, be entitled to vote in any Company election, receive any dividend in respect of a PSU or exercise any other rights of a stockholder of the Company.  PSUs shall not confer upon any Employee any rights of a stockholder of the Company unless and until any such PSUs have vested and shares of Common Stock have been distributed in respect of such PSUs.

 

7



 

Section 5.6.                                Titles

 

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

 

Section 5.7.                                Conformity to Laws

 

The Employee acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of applicable law, including without limitation the provisions of the Securities Act and the Exchange Act, the regulations and rules promulgated by the Securities and Exchange Commission thereunder, the applicable exemptive conditions of Rule 16b-3 and any other applicable laws.  Notwithstanding anything herein to the contrary, this Agreement shall be administered only in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

 

Section 5.8.                                Section 409A

 

Section 409A of the Internal Revenue Code provides that “nonqualified deferred compensation” that does not meet the requirements specified in Section 409A may become subject to penalty taxes.  Currently, the Company does not believe that PSUs constitute nonqualified deferred compensation within the meaning of Section 409A; however, if, in the future, the PSUs are or may become subject to Section 409A, the Committee may make such modifications to the Plan and this Agreement as may become necessary or advisable, in the Committee’s sole discretion, to either comply with Section 409A or to avoid its application to the PSUs.

 

Section 5.9.                                Amendments

 

This Agreement and the Plan may be amended without the consent of the Employee provided that such amendment would not impair any rights of the Employee under this Agreement.  No amendment of this Agreement shall, without the consent of the Employee, impair any rights of the Employee under this Agreement.

 

Section 5.10.                         Tax Withholding

 

The Company’s obligation to issue or deliver to the Employee any certificate or certificates for shares of Common Stock is expressly conditioned upon receipt from the Employee, on or prior to the date reasonably specified by the Company of:

 

(a)                                 Full payment (in cash or by check) of any amount that must be withheld by the Company (or other employer corporation) for federal, state and/or local tax purposes; or

 

(b)                                 Subject to the Committee’s consent, full payment by delivery to the Company of unrestricted shares of the Company’s Common Stock previously owned by the Employee, duly endorsed for transfer to the Company by the Employee with an aggregate Fair Market Value (determined, as applicable, as of the date of vesting or as of the date of the distribution) equal to the amount that must be withheld by the Company (or other employer corporation) for federal, state and/or local tax purposes; or

 

8



 

(c)                                  With respect to the withholding obligation for PSUs that become vested, subject to the Committee’s consent, full payment by retention by the Company of a portion of the shares deliverable in respect of such vested PSUs with an aggregated Fair Market Value (determined on the payment date) equal to the amount that must be withheld by the Company (or other employer corporation) for federal, state and/or local tax purposes; or

 

(d)                                 Subject to the Committee’s consent, a combination of payments provided for in the foregoing subsections (a), (b) and (c).

 

Notwithstanding anything herein to the contrary, the number of shares which may be withheld with respect to the payment of any PSUs in order to satisfy the Company’s federal, state and/or local tax withholding obligations with respect to the payment of the PSUs shall be limited to the number of shares which have a Fair Market Value on the date of withholding equal to the aggregate amount of such withholding obligations based on the minimum applicable statutory withholding rates for federal, state and/or local income and payroll tax purposes.

 

Section 5.11.                         Clawback

 

Notwithstanding anything contained in the Agreement to the contrary, all PSUs awarded under this agreement, and any shares of Common Stock issued upon settlement hereunder may be subject to forfeiture, or repayment pursuant to the terms of any policy that the Company may implement in compliance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

Section 5.12.                         Governing Law

 

This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof.

 

IN WITNESS HEREOF, this Agreement has been executed and delivered by the parties hereto.

 

 

OWENS-ILLINOIS, INC.

 

 

 

 

 

By:

 

 

 

 

 

Its:

Sr. VP Chief Human Resources Officer

 

9




8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  O-I Glass, Inc./DE                10-K       12/31/23  131:22M                                    Toppan Merrill Bridge/FA
 2/08/23  O-I Glass, Inc./DE                10-K       12/31/22  128:22M                                    Toppan Merrill Bridge/FA
 2/09/22  O-I Glass, Inc./DE                10-K       12/31/21  135:22M                                    Toppan Merrill Bridge/FA
 2/16/21  O-I Glass, Inc./DE                10-K       12/31/20  132:22M                                    Toppan Merrill Bridge/FA
 7/19/12  SEC                               UPLOAD10/11/17    1:36K  O-I Glass, Inc./DE
 6/26/12  SEC                               UPLOAD10/11/17    1:82K  O-I Glass, Inc./DE
 6/01/12  SEC                               UPLOAD10/11/17    1:84K  O-I Glass, Inc./DE
 5/11/12  SEC                               UPLOAD10/11/17    1:59K  O-I Glass, Inc./DE
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