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 FOR FEDERAL, STATE AND/OR LOCAL TAX PURPOSES; OR
(c)
Subject to the Committee's consent, a combination of payments
provided for in the foregoing subsections (a) or (b).
SECTION 5.10.
GOVERNING LAW
This Agreement shall be administered, interpreted and enforced under the
internal laws of the State of Delaware, U.S.A. without regard to conflicts of
laws thereof.
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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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