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EXHIBIT 10.2    
    


 
 

OWENS-ILLINOIS
  
    1997 EQUITY PARTICIPATION PLAN
  
    RESTRICTED STOCK AGREEMENT    
    



        THIS RESTRICTED STOCK AGREEMENT (the "Agreement"), dated as of
[    ] 2005 is made by and between Owens-Illinois, Inc., a Delaware corporation (the "Company") and
[                        ], an employee of the Company or a Parent Corporation or a Subsidiary (the "Employee"): 


        WHEREAS, the Company has established the Owens-Illinois 1997 Equity Participation Plan (the
"Plan"); and 


        WHEREAS, the Plan provides for the issuance of shares of the Company's Common Stock, subject to certain restrictions thereon 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 shares of Restricted Stock
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, and 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
[COUNTRY] or in any other country in which the Company manufactures or sells its products, in the manufacture or sale of glass containers, plastic containers, plastic closures,
plastic prescription containers, labels, or multipack plastic carriers for beverage bottles, or any other products manufactured or sold by the Company within the last two (2) years prior to the
Employee's Termination of Employment. 







 



Section 1.4.    Exchange Act  


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


Section 1.5.    Fair Market Value  


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


Section 1.6    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. 



Section 1.7.    Plan  


        "Plan" shall mean the Company's 1997 Equity Participation Plan. 


Section 1.8.    Restrictions  


        "Restrictions" shall mean the reacquisition and transferability restrictions imposed upon Restricted Stock under
this Agreement. 



Section 1.9.    Restricted Stock  


        "Restricted Stock" shall mean Common Stock issued under this Agreement and subject to the Restrictions imposed
hereunder. 


Section 1.10.    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 1.11.    Secretary  


        "Secretary" shall mean the Secretary of the Company. 


Section 1.12.    Securities Act  


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


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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, discharge, death,
disability or retirement; but excluding (a) terminations where there is a simultaneous reemployment or continuing employment of the Employee by the Company, a Parent Corporation, any Subsidiary
or an affiliate of the Company, (b) terminations where the Employee continues a relationship (e.g., as a director or as a consultant) with the Company, a Parent Corporation or a Subsidiary. 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 good 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 or 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 RESTRICTED STOCK    
    


Section 2.1.    Issuance of Restricted Stock  


        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 issues to the Employee
[                        ] shares of its
Common Stock, upon the terms and conditions set forth in this Agreement. 


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.
  
    RESTRICTIONS    
    


Section 3.1.    Lapse of Restrictions.  


        The Restricted Stock shall vest, and all Restrictions thereon shall expire, either (i) as to [    ]% of the shares of
Restricted Stock granted pursuant to this Agreement on each of the first [            ] anniversaries of the date of grant of such Restricted Stock, or (ii) in their
entirety upon a Termination 


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of
Employment due to the Employee's death or total Disability (as determined in the sole discretion of the Committee). Upon the lapsing of Restrictions applicable to shares of Restricted Stock and
subject to Section 5.3, the Company shall cause new certificates to be issued with respect to such vested shares and delivered to the Employee or his legal representative, free from the legend
provided for in Section 3.3 and any of the other Restrictions. Such vested shares shall cease to be considered Restricted Stock subject to the terms and conditions of this Agreement. 


Section 3.2.    Reacquisition of Restricted Stock Upon a Termination of Employment  


        Upon a Termination of Employment, all shares of Restricted Stock granted to the Employee pursuant to this Agreement with respect to which all applicable
Restrictions have not yet expired in accordance with Section 3.1 may be reacquired by the Company immediately without payment of any consideration by the Company. 


Section 3.3.    Legend.  


        Certificates representing shares of Restricted Stock issued pursuant to this Agreement shall, until all restrictions lapse and new certificates are issued
pursuant to Section 3.1, bear the following legend: 



THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AND MAY BE SUBJECT TO REACQUISTION BY THE COMPANY UNDER THE TERMS OF THAT CERTAIN RESTRICTED STOCK AGREEMENT
BY AND BETWEEN OWENS-ILLINOIS, INC. (THE "COMPANY") AND THE HOLDER OF THE SECURITIES. PRIOR TO VESTING OF OWNERSHIP IN THE SECURITIES, THEY MAY NOT BE DIRECTLY OR INDIRECTLY, OFFERED,
TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES. COPIES OF THE ABOVE REFERENCED AGREEMENT ARE ON FILE AT THE OFFICES OF THE COMPANY AT ONE SEAGATE,
TOLEDO, OHIO 43604. 




Section 3.4.    Merger, Consolidation, Acquisition, Liquidation or Dissolution  


        Notwithstanding any other provision of this Agreement, upon the merger or consolidation of the Company into another corporation, the acquisition by another
corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company) of all or substantially
all of the Company "s assets or 51% or more of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, the Committee shall then provide by resolution adopted
prior to such event that, at some time prior to the effective date of such event, all shares of Restricted Stock not previously reacquired pursuant to Section 3.2 shall fully vest and all
Restrictions with respect to such shares of Restricted Stock shall immediately expire. 


Section 3.5.    Restrictions on New Shares  



        In the event that the outstanding shares of the Company's Common Stock are hereafter changed into or exchanged for a different number of kind of shares or other
securities of the Company or of another corporation pursuant to a merger of the Company into another corporation, or the exchange of all or substantially all of the assets of the Company for the
securities of another corporation, or the acquisition by another corporation or person (excluding any employee benefit plan of the Company or any trustee or other fiduciary holding securities under an
employee benefit plan of the Company) of 51% or more of the Company's then outstanding voting stock, or the liquidation or dissolution of the Company, or a stock split-up or stock
dividend, such new, additional or different shares or securities which are held or received by the Employee in his capacity as a holder of Restricted Stock shall be 


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considered
to be Restricted Stock and shall be subject to all of the Restrictions, unless the Committee provides, pursuant to Section 3.4 for the accelerated vesting and expiration of the
Restrictions on the shares of Restricted Stock underlying the distribution of the new, additional or different shares or securities. 


 
 

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 and for a period of [NUMBER] years following the
Employee's Termination of Employment, Employee shall not, in [COUNTRY] or in any other country in which the Company 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 and for three (3) years following Employee's Termination of Employment, including without
limitation termination by the Company 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 to leave
the employment of the Company for any reason whatsoever, or hire any employee of the Company except into the employment of the Company. 


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 


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respect
to the Plan or the Restricted Stock, 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.    Restricted Stock Not Transferable  



        No Restricted Stock 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. 


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 issuance of Restricted Stock and/or the lapse or removal of any of the Restrictions; 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.    Escrow  


        The Secretary or such other escrow holder as the Committee may appoint shall retain physical custody of the certificates representing Restricted Stock, including
shares of Restricted Stock issued pursuant to Section 3.5, until all of the Restrictions expire or shall have been removed; provided, however, that in no event shall the Employee retain
physical custody of any certificates representing Restricted Stock issued to him. 


Section 5.5.    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 Secretary, 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 pursuant to this Section 5.5, 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 5.5. Any notice shall be deemed duly given when enclosed in a properly sealed
envelope or wrapper addressed as aforesaid, deposited (with 


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postage
prepaid) in a post office or branch post office regularly maintained by the United States Postal Service. 


Section 5.6.    Rights as Stockholder  



        Upon delivery of the shares of Restricted Stock to the escrow holder pursuant to Section 5.4, the Employee shall have all the rights of a stockholder with
respect to said shares, subject to the restrictions herein (including the provisions of Section 5.10), including the right to vote the shares and to receive all dividends or other distributions
paid or made with respect to the shares. 


Section 5.7.    Titles  



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


Section 5.8.    Conformity to Securities Laws  


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


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: (i) to issue or deliver to the Employee any certificate or certificates for unrestricted shares of stock; or (ii) to pay
to the Employee any dividends or make any distributions with respect to the Restricted 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 for federal, state and/or local tax purposes; or 


        (b)   Subject
to the Committee's consent and Section 5.10(c), 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 the lapse of the restrictions or
vesting or as of the date of the distribution) equal to the amount that must be withheld by the Company for federal, state and/or local tax purposes; or 



        (c)   With
respect to the withholding obligation for shares of Restricted Stock that become unrestricted shares as of a certain date (the "Vesting Date"), subject to the
committee's consent, full payment by retention by the Company of a portion of such shares of Restricted Stock which become unrestricted or vested with an aggregated Fair Market Value (determined on
the Vesting Date) equal to the amount that must be withheld by the Company for federal, state and/or local tax purposes; or 


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


Section 5.11.    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: Senior Vice President
	
 Employee	 	 	 	 
	

	
 	

 	
 	

 
	

 Address	
 	

 	
 	

 
	

Employee's Taxpayer

Identification Number:	
 	

 	
 	

 
	

	
 	

 	
 	

 




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EXHIBIT 10.2


OWENS-ILLINOIS 1997 EQUITY PARTICIPATION PLAN RESTRICTED STOCK AGREEMENT

ARTICLE I. DEFINITIONS

ARTICLE II. ISSUANCE OF RESTRICTED STOCK

ARTICLE III. RESTRICTIONS

ARTICLE IV. NON-COMPETITION/NON-SOLICITATION

ARTICLE V. MISCELLANEOUS