Company Board
  Agreement
 Term of Agreement
 300 Madison Avenue, Toledo, Ohio 43604




---



##### 



Change in Control
 Exchange Act Beneficial Owner
 Continuing Directors




---



##### 



Termination Following Change in Control .
 General
   Permanent Disability
 Cause Cause




---



##### 



Good Reason Good Reason
   Principal Location




---



##### 



Notice of Termination Notice of Termination
 Date of Termination, Etc Date of Termination Code
 Compensation Upon Termination




---



##### 



(A)
    
    three (3) times the greater of your annual
base salary at the rate in effect as of the Date of Termination or
your annual base salary at the rate in effect immediately prior to the
Change in Control; and(B)
    
    three (3) times the greater of (1) your target
annual incentive compensation as in effect as of the Date of
Termination or immediately prior to the Change in Control, whichever
is greater, or (2) your annual bonus for the year immediately
preceding the Date of Termination;




---



##### 



Payment Excise Tax Gross-Up Payment




---



##### 



Accountants




---



##### 



Underpayment
  (1)
    
    give the Company any information reasonably
requested by the Company relating to such claim;(2)
    
    take such action in connection with contesting
such claim as the Company shall reasonably request in writing from
time to time, including, without limitation, accepting legal
representation with respect to such claim by an attorney reasonably
selected by the Company;(3)
    
    cooperate with the Company in good faith in
order to effectively contest such claim; and(4)
    
    permit the Company to participate in any
proceedings relating to such claims; provided, however, that the
Company shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with such
contest and shall indemnify you for and hold you harmless from, on an
after-tax basis, any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed as a result of such
representation and payment of all related costs and expenses. Without
limiting the foregoing provisions of this Section 4(c)(vi), the
Company shall control all proceedings taken in connection with such
contest and, at its sole option, may pursue or forgo any and all
administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and




---



##### 



may, at its sole option,
either direct you to pay the tax claimed and sue for a refund or
contest the claim in any permissible manner, and you agree to
prosecute such contest to a determination before any administrative
tribunal, in a court of initial jurisdiction and in one or more
appellate courts, as the Company shall determine; provided, however,
that if the Company directs you to pay such claim and sue for a
refund, the Company shall advance the amount of such payment to you,
on an interest-free basis, and shall indemnify you for and hold you
harmless from, on an after-tax basis, any Excise Tax or income tax
(including interest or penalties with respect thereto) imposed with
respect to such advance or with respect to any imputed income with
respect to such advance (including as a result of any forgiveness by
the Company of such advance); provided, further, that any extension of
the statute of limitations relating to the
payment of taxes for the taxable year of you with respect to which
such contested amount is claimed to be due is limited solely to such
contested amount. Furthermore, the Companys control of the contest
shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder and you 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;




---



##### 



Delayed Payments
  Performance-based Equity Compensation; Other Equity-Based Awards; Annual Incentive
Compensation




---



##### 



Equity Compensation performance-based
    Equity-Based Award Cash Equivalent




---



##### 



Unit
 Successors; Binding Agreement
   Notice
 Non-Compete, Confidentiality and Non-Solicitation Covenants
 Non-Compete




---



##### 



Confidentiality Confidential Information
 Non-Solicitation
 Funding of Obligations




---



##### 



Zesiger
  Miscellaneous




---



##### 



Severability .
 Counterparts .
 Suits, Actions, Proceedings, Etc. .
 Jurisdiction and Venue
 Compensation During Dispute, Etc.




---



##### 



Legal Fees
 Entire Agreement
 Coordination with Deferred Compensation Plans; Compliance with Section 409A of the
Code .
 ESP DCP




---



##### 



Sincerely,
LIBBEY INC.By:John F. MeierChairman and Chief Executive Officer