Exhibit 10.3


 


1997 EQUITY PARTICIPATION PLAN


 


OF


 


OWENS-ILLINOIS, INC.


 


NON-QUALIFIED STOCK OPTION
AGREEMENT


 


THIS AGREEMENT, dated
April 1, 2004, is made by and between Owens-Illinois, Inc., a Delaware
corporation hereinafter referred to as “Company,” and Steven R. McCracken, an
employee of the Company or a Subsidiary of the Company, hereinafter referred to
as “Optionee”:


 


WHEREAS, the Company wishes
to afford the Optionee the opportunity to purchase shares of its $.01 par value
Common Stock (as defined hereunder); and


 


WHEREAS, the Company wishes
to carry out the 1997 Equity Participation Plan of Owens-Illinois, Inc. (the
terms of which are hereby incorporated by reference and made a part of this
Agreement); and


 


WHEREAS, pursuant to
the terms of a certain letter agreement dated March 31, 2004 between the
Company and the Optionee (the “Letter Agreement”), the Company agreed to issue
the Options provided for herein to the Optionee;


 


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. 
The masculine pronoun shall include the feminine and neuter, and the
singular the plural, where the context so indicates.


 


1

















 


Section 1.1 - Additional
Option


 


“Additional Option” means an
Option granted to an Optionee to purchase a number of shares of Common Stock
equal to the number of shares of Common Stock tendered or relinquished by the
Optionee in payment of the exercise price upon exercise of the Option and/or
the number of shares of Common Stock tendered or relinquished in payment of the
amount required to be withheld under applicable federal, state and local income
tax laws in connection with the exercise of the Option as described in Article V.


 


Section 1.2 - Board


 


“Board” shall mean the Board
of Directors of the Company.


 


Section 1.3 - Code


 


“Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


Section 1.4 - Common
Stock


 


“Common Stock” shall mean
the Company’s common stock, $.01 par value.


 


Section 1.5 - Company


 


“Company” shall mean
Owens-Illinois, Inc.  In addition,
“Company” shall mean any corporation assuming, or issuing new employee stock
options in substitution for, the Option and Incentive Stock Options (as defined
in Section 1.14 of the Plan), outstanding under the Plan, in a transaction
to which Section 424(a) of the Code applies.


 


Section 1.6 - Exchange
Act


 


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


 


Section 1.7 - 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


 


2

















 


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 Compensation Committee of the Company’s Board of Directors (hereinafter
referred to as 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 1.8 - Officer


 


“Officer” shall mean an
officer of the Company, as defined in Rule 16a-1(f) under the Exchange Act, as
such Rule may be amended in the future.


 


Section 1.9 - Option


 


“Option” shall mean the
Non-Qualified Option (as defined in Section 1.15 of the Plan) to purchase
Common Stock of the Company under this Agreement.  This Option is a Transferable Option (as defined in Section 1.29
of the Plan).


 


Section 1.10 - 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 1.11 - Plan


 


“Plan” shall mean the 1997
Equity Participation Plan of Owens-Illinois, Inc.


 


Section 1.12 - Rule
16b-3


 


“Rule 16b-3” shall mean that
certain Rule 16b-3 under the Exchange Act, as such rule may be amended in the
future.


 


Section 1.13 - Secretary


 


“Secretary” shall mean the
Secretary of the Company.


 


Section 1.14 - Securities
Act


 


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


 


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Section 1.15 - 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 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 50% of the capital of
profits interests.


 


Section 1.16
-  Termination
of Employment


 


“Termination of Employment”
shall mean the time when the employee-employer relationship between the
Optionee 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, total disability or retirement,
but excluding (i) any termination where there is a simultaneous reemployment by
the Company, a Parent Corporation or a Subsidiary or (ii) any termination where
the Optionee 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 other 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 particular leaves of absence
constitute Terminations of Employment. 
Notwithstanding any other provision of this Agreement, the Company or
any of its subsidiaries has an absolute and unrestricted right to terminate the
Optionee’s employment at any time for any reason whatsoever, with or without
cause.


 


Section 1.17 - Transferee


 


“Transferee” shall mean any
person or entity to whom or to which the Optionee has transferred all or any
part of the Option in accordance with Section 6.2.


 


ARTICLE II


 


GRANT OF OPTION


 


Section 2.1 - Grant
of Option


 


In consideration of the
Optionee’s agreement to remain in the employ of the Company, its Parent
Corporations or its Subsidiaries and for other good and valuable consideration,
on the date hereof the Company irrevocably grants to the Optionee the option to
purchase any part or all of an aggregate of 335,000 shares of its $.01 par
value Common Stock upon the terms and conditions set forth in this Agreement.


 


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Section 2.2 - Purchase
Price


 


The purchase price of the
shares of stock covered by the Option shall be $14.02 per share without
commission or other charge.


 


Section 2.3 - Consideration
to Company


 


In consideration of the
granting of this Option by the Company, the Optionee agrees to render faithful
and efficient services to the Company, a Parent Corporation or a Subsidiary,
with such duties and responsibilities as the Company shall from time to time
prescribe, for a period of at least one year from the date this Option is
granted. Nothing in this Agreement or in the Plan shall confer upon the
Optionee any right to continue in the employ 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 and any Subsidiary, which are
hereby expressly reserved, to discharge the Optionee at any time for any reason
whatsoever, with or without cause.


 


Section 2.4 - Adjustments
in Option


 


In the event that the
outstanding shares of Common Stock subject to the Option are changed into or
exchanged for a different number or kind of shares of the Company or other
securities of the Company by reason of merger, consolidation, recapitalization,
reclassification, or the number of shares is increased or decreased by reason of
a stock split up, stock dividend, combination of shares or any other increase
or decrease in the number of such shares of Common Stock effected without
receipt of consideration by the Company (provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
“effected without receipt of consideration”) the Committee shall make
appropriate adjustments in the number and kind of shares as to which the
Option, or portions thereof then unexercised, shall be exercisable, to the end
that after such event the Optionee’s proportionate interest shall be maintained
as before the occurrence of such event. 
Such adjustment in the Option shall be made without change in the total
price applicable to the unexercised portion of the Option (except for any
change in the aggregate price resulting from rounding-off of share quantities
or prices) and with any necessary corresponding adjustment in the Option price
per share.  Any such adjustment made by
the Committee shall be final and binding upon the Optionee, the Company and all
other interested persons.


 


ARTICLE III


 


PERIOD OF EXERCISABILITY


 


Section 3.1 - Commencement
of Exercisability


 


(a)                                  Except as provided in Section 3.4, no
Option may be exercised in whole or in part during the first year after such
Option is granted.


 


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(b)           Except to the extent that such Option
becomes exercisable sooner pursuant to Section 3.1(c), the Option shall
become exercisable as to 50% of the shares covered by the Option on the fifth
anniversary of the date the Option is granted and as to the remaining 50% of
the shares covered by the Option on the sixth anniversary of the date the
Option is granted.  Such installments
shall be cumulative.


 


(c)                                  The Option shall become exercisable after the
first anniversary of the date the Option is granted at the time when the
average Fair Market Value per share of Common Stock for any period of 20
consecutive trading days (commencing after such first anniversary) is at least
equal to the product of the Fair Market Value per share on the date the Option
is granted times the amount shown below under “Stock Price Multiple” as to the
percentage of the shares of Common Stock initially subject to the Option shown
below under “Exercisable Percentage.”


 




	
  Stock Price Multiple

  	
   

  	
  Exercisable
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  112.0

  	
  %

  	
   

  	
  25

  	
  %

  	
   

  
	
  134.5

  	
  %

  	
   

  	
  50

  	
  %

  	
   

  
	
  160.5

  	
  %

  	
   

  	
  75

  	
  %

  	
   

  
	
  192.5

  	
  %

  	
   

  	
  100

  	
  %

  	
   

  






 


For
example, a 1,000 share Option exercisable at $10.00 per share (100% of Fair
Market Value at the date of Option grant) would become exercisable as to 250
shares when a 20 consecutive trading day period average price of $11.20 is
achieved ($11.20 is 112% of $10.00). 
Further vesting would occur if and when the next percentage multiple or
multiples are achieved.


 


(d)                                 Except as provided in Section 3.4, no
portion of the Option which is unexercisable at Termination of Employment shall
thereafter become exercisable.


 


Section 3.2 - Duration
of Exercisability


 


The installments provided
for in Section 3.1 are cumulative. 
Each such installment which becomes exercisable pursuant to
Section 3.1 shall remain exercisable until it becomes unexercisable under
Section 3.3.


 


Section 3.3 - Expiration
of Option


 


The Option may not be
exercised to any extent by anyone after the first to occur of the following
events:


 


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(a)  The expiration of ten years and one day from
the date the Option was granted; or


 


(b)  Except as provided in clauses (c) through
(h) below, the date of the Optionee’s Termination of Employment; or


 


(c)  In the case of an Optionee who retires after
reaching the Company’s normal retirement age or who takes early retirement, the
expiration of three months from the date of Optionee’s Termination of
Employment by reason of such retirement, or in the case of any such retiring
Optionee whose right to exercise his or her Option is extended by the
Committee, which extension shall not exceed three years from the date of
Optionee’s Termination of Employment, the date upon which such extension
expires; or


 


(d)  In the case of an Optionee who is discharged
not for good cause, the expiration of three months from the Optionee’s
Termination of Employment unless the Optionee dies within said three-month
period; or


 


(e)  In the case of any Optionee whose right to
exercise his or her Option is extended by the Committee, which extension shall
not exceed three years from the date of Optionee’s Termination of Employment,
the date upon which such extension expires; or


 


(f)  In the case of an Optionee who is totally
disabled, the expiration of one year from the date of the Optionee’s
Termination of Employment by reason of his or her disability unless the
Optionee dies within said one-year period; or


 


(g)  The expiration of one year from the date of
the Optionee’s death; or


 


(h)  The effective date of either the merger or
consolidation of the Company with or into 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 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, unless the Committee waives
this provision in connection with such transaction.  At least ten days prior to the effective date of such merger,
consolidation, acquisition, liquidation or dissolution, the Committee shall
give the Optionee notice of such event if the Option has then neither been
fully exercised nor become unexercisable under this Section 3.3.


 


7

















 


Section 3.4 - Acceleration
of Exercisability


 


(a)                                  In the event of a Termination of Employment
resulting from an Optionee’s normal retirement or total disability (each as
determined by the Committee in accordance with Company policies), early
retirement with the consent of the Committee or death, the Option shall be
exercisable as to all shares covered hereby, notwithstanding that this Option
may not have become fully exercisable under Section 3.1; or


 


(b)                                 In the event of the merger or consolidation
of the Company with or into 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 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 and incorporated in the notice referred to in
Section 3.3(h), that at some time prior to the effective date of such event
this Option shall be exercisable as to all the shares covered hereby,
notwithstanding that this Option may not yet have become fully exercisable
under Section 3.1; provided, however, that this acceleration of
exercisability shall not take place if:


 


(i)                                     This Option
becomes unexercisable under Section 3.3 prior to said effective date; or


 


(ii)                                  In connection with such an event, provision
is made for an assumption of this Option or a substitution therefor of a new
option by an employer corporation or a parent or subsidiary of such
corporation.


 


The
Committee may make such determinations and adopt such rules and conditions as
it, in its absolute discretion, deems appropriate in connection with such
acceleration of exercisability, including, but not by way of limitation,
provisions to ensure that any such acceleration and resulting exercise shall be
conditioned upon the consummation of the contemplated corporate transaction.


 


8

















 


ARTICLE IV


 


EXERCISE OF OPTION


 


Section 4.1 - Person
Eligible to Exercise


 


During the lifetime of the
Optionee, only he or his Transferee, if any, may exercise the Option or any
portion thereof.  After the death of the
Optionee, any exercisable portion of the Option may, prior to the time when
such portion becomes unexercisable under Section 3.3, be exercised by his
Transferee, if any, or by his personal representative or any other person
empowered to do so under the Optionee’s will or under the then applicable laws
of descent and distribution.  All of the
terms and conditions of this Option in the hands of the Optionee during his
lifetime shall be and remain fully applicable and binding on his Transferee, if
any, and on any other person who may become eligible to exercise this Option.


 


Section 4.2 - Partial
Exercise


 


Any exercisable portion of
the Option or the entire Option, if then wholly exercisable, may be exercised
in whole or in part at any time prior to the time when the Option or portion
thereof becomes unexercisable under Section 3.3; provided, however, that
each partial exercise shall be for not less than one hundred (100) shares (or
the minimum installment set forth in Section 3.1, if a smaller number of
shares) and shall be for whole shares only.


 


Section 4.3 - Manner
of Exercise


 


The Option, or any
exercisable portion thereof, may be exercised solely by delivery to the
Secretary or his office of all of the following prior to the time when the
Option or such portion becomes unexercisable under Section 3.3:


 


(a)  Notice in writing signed by the Optionee or
the other person then entitled to exercise the Option or portion, stating that
the Option or portion is thereby exercised, such notice complying with all
applicable rules established by the Committee; and


 


(b)                                 (i) 
Full payment (in cash or by check) for the shares with respect to which
such Option or portion is exercised; or


 


(ii)  With the consent of the Committee, (A)
shares of the Company’s Common Stock owned by the Optionee duly endorsed for
transfer to the Company, or (B) shares of the Company’s Common Stock issuable
to the Optionee upon exercise of the Option, with a Fair Market Value on the
date of option exercise equal to the aggregate purchase price of the shares
with respect to which such Option or portion is exercised; or


 


9

















 


(iii)  With the consent of the Committee, a full
recourse promissory note bearing interest (at least such rate as shall then
preclude the imputation of interest under the Code or successor provision) and
payable upon such terms as may be prescribed by the Committee.  The Committee may also prescribe the form of
such note and the security to be given for such note.  The Option may not be exercised, however, by delivery of a
promissory note or by a loan from the Company when or where such loan or other
extension of credit is prohibited by law; or;


 


(iv)  With the consent of the Committee, any
combination of the consideration provided in the foregoing subparagraphs (i),
(ii) and (iii); and


 


(c)  A bona fide written representation and
agreement, in a form satisfactory to the Committee, signed by the Optionee or
other person then entitled to exercise such Option or portion, stating that the
shares of stock are being acquired for his own account, for investment and without
any present intention of distributing or reselling said shares or any of them
except as may be permitted under the Securities Act and then applicable rules
and regulations thereunder, and that the Optionee or other person then entitled
to exercise such Option or portion will indemnify the Company against and hold
it free and harmless from any loss, damage, expense or liability resulting to
the Company if any sale or distribution of the shares by such person is
contrary to the representation and agreement referred to above.  The Committee may, in its absolute
discretion, take whatever additional actions it deems appropriate to insure the
observance and performance of such representation and agreement and to effect
compliance with the Securities Act and any other federal or state securities
laws or regulations.  Without limiting
the generality of the foregoing, the Committee may require an opinion of
counsel acceptable to it to the effect that any subsequent transfer of shares
acquired on an Option exercise does not violate the Securities Act, and may
issue stop-transfer orders covering such shares.  Share certificates evidencing stock issued on exercise of this
Option shall bear an appropriate legend referring to the provisions of this
subsection (c) and the agreements herein. 
The written representation and agreement referred to in the first
sentence of this subsection (c) shall, however, not be required if the
shares to be issued pursuant to such exercise have been registered under the
Securities Act, and such registration is then effective in respect of such
shares; and


 


(d)  Full payment to the Company (or other
employer corporation) of all amounts which, under federal, state or local tax
law, it is required to withhold upon exercise of the Option; with the consent
of the Committee, (i) shares of the Company’s Common Stock owned by the
Optionee duly endorsed for transfer, or, (ii) shares of the Company’s Common
Stock issuable to the Optionee upon exercise of the Option, valued at Fair
Market Value as of the date of Option exercise, may be used to make all or part
of such payment; and


 


10

















 


(e)  In the event the Option or portion shall be
exercised pursuant to Section 4.1 by any person or persons other than the
Optionee, appropriate proof of the right of such person or persons to exercise
the Option.


 


Section 4.4
- Conditions to Issuance of Stock Certificates


 


The shares of stock
deliverable upon the exercise of the Option, or any portion thereof, may be
either previously authorized but unissued shares or issued shares which have
been reacquired by the Company.  Such
shares shall be fully paid and nonassessable. 
The Company shall not be required to issue or deliver any certificate or
certificates for shares of stock purchased upon the exercise of the Option or
portion thereof 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 absolute
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 absolute discretion, determine to be necessary or advisable; and


 


(d)  The payment to the Company (or other
employer corporation) of all amounts, if any, which, under federal, state or
local tax law, it is required to withhold upon exercise of the Option; and


 


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


 


Section 4.5 - Rights
as Stockholder


 


The holder of the Option
shall not be, nor have any of the rights or privileges of, a stockholder of the
Company in respect to any shares purchasable upon the exercise of any part of
the Option unless and until certificates representing such shares shall have
been issued by the Company to such holder.


 


11

















 


ARTICLE V


 


ADDITIONAL OPTIONS


 


Section 5.1 - Additional
Options


 


(a)  If, with the consent of the Committee
pursuant to Section 4.3(b)(ii), an Optionee exercises the Option by
tendering or relinquishing shares of Common Stock and/or when shares of Common
Stock are tendered or relinquished in payment for the amount to be withheld
under applicable federal, state and local income tax laws (at withholding rates
not to exceed the Optionee’s applicable marginal tax rates) in connection with
the exercise of the Option, the Optionee shall automatically be granted an
Additional Option.  The Additional
Option shall be subject to the following provisions:


 


(i)  The Additional Option shall cover the number
of shares of Common Stock equal to the sum of (A) the number of shares of
Common Stock tendered or relinquished as consideration upon the exercise of the
Option and (B) the number of shares of Common Stock tendered or relinquished in
payment of the amount required to be withheld under applicable federal, state
and local income tax laws in connection with the exercise of the Option;


 


(ii)  The Additional Option will not have an
Additional Option Feature (as defined in the Plan) unless the Committee directs
otherwise;


 


(iii)  The Additional Option exercise price shall
be 100% of the Fair Market Value per share on the date the employee tenders or
relinquishes shares of Common Stock to exercise the Option and/or tenders or
relinquishes shares of Common Stock in payment of income tax withholding on the
exercise of the Option; and


 


(iv)  The Additional Option shall have the same
termination date and other termination provisions as the Option.


 


12

















 


ARTICLE VI


 


OTHER PROVISIONS


 


Section 6.1 - Administration


 


The Committee shall have the
power to interpret the Plan, this Agreement and all other documents relating to
the Option and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke
any such rules.  All actions taken and
all interpretations and determinations made by the Committee in good faith
shall be final and binding upon the Optionee, the Company and all other
interested persons.  No member of the
Committee shall be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or the Option and
all members of the Committee shall be fully protected by the Company in respect
to any such action, determination or interpretation.  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 and this Agreement except with respect to matters which under Rule 16b-3
or Section 162(m) of the Code, or any regulations or rules issued
thereunder, are required to be determined in the sole discretion of the
Committee.


 


Section 6.2 - Option
Not Transferable


 


Neither the Option nor any
interest or right therein or part thereof shall be liable for the debts,
contracts or engagements of the Optionee or his successors in interest or shall
be subject to disposition by transfer, alienation, anticipation, pledge,
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),
and any attempted disposition thereof shall be null and void and of no effect;
provided, however, that this Section 6.2 shall not prevent:


 


(a)
any transfer by gift, without the receipt of any consideration, of the Option
or any part thereof by the Optionee, in writing and with written notice thereof
to the Committee, (i) to the Optionee’s spouse; (ii) to any child or more
remote lineal descendant of the Optionee or to the spouse of any such child or
more remote lineal descendant; or (iii) to any trust, custodianship, or other
similar fiduciary relationship maintained for the benefit of any one or more of
such persons; or


 


(b)
any transfer by will or by the applicable laws of descent and distribution.


 


13

















 


Section 6.3 - Shares
to Be Reserved


 


The
Company shall at all times during the term of the Option reserve and keep
available such number of shares of stock as will be sufficient to satisfy the
requirements of this Agreement.


 


Section 6.4 - 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 Secretary, and any notice to be given to the Optionee shall be
addressed to him at the address given beneath his signature hereto.  By a notice given pursuant to this
Section 6.4, either party may hereafter designate a different address for
notices to be given to it or him.  Any
notice which is required to be given to the Optionee shall, if the Optionee is
then deceased, be given to the Optionee’s personal representative if such
representative has previously informed the Company of his status and address by
written notice under this Section 6.4. 
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 6.5 - Titles


 


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


 


Section 6.6 - Rule
16b-3


 


The Company shall take such
actions with respect to the Plan as may be necessary to satisfy the
requirements of Rule 16b-3.


 


Section 6.7 - Conformity
to Securities Laws


 


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
Rule 16b-3.  Notwithstanding anything
herein to the contrary, this Agreement shall be administered, and the Option
shall be granted and may be exercised, 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 Option granted
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.


 


Section 6.8 - Amendment


 


This Agreement may be
amended only by a writing executed by the parties hereto which specifically
states that it is amending this Agreement.


 


14

















 


Section 6.9 - Governing
Law


 


The
laws of the State of Delaware shall govern the interpretation, validity,
administration, enforcement and performance of the terms of this Agreement
regardless of the law that might be applied under principles of conflicts of
laws.


 


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


 


 


	
   

  	
  OWENS-ILLINOIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  James W. Baehren

  	
   

  
	
   

  	
   

  	
  James
  W. Baehren, Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/
  Steven R. McCracken

  	
   

  	
   

  
	
  Steven R. McCracken

  	
   

  
					



 


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