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EXHIBIT 10.1
THIRD AMENDMENT
TO
SECOND AMENDED AND RESTATED STOCK OPTION PLAN
FOR KEY EMPLOYEES OF OWENS-ILLINOIS, INC.
Pursuant to the authority reserved to the Compensation Committee (the
"COMMITTEE") of the Board of Directors of Owens-Illinois, Inc. (the "COMPANY")
under Section 7.2 of the Second Amended and Restated Stock Option Plan for Key
Employees of Owens-Illinois, Inc. (the "PLAN"), the Committee hereby amends the
Plan as follows:
1. Section 4.4 of the Plan is amended to read, in its entirety, as
follows:
SECTION 4.4 - EXPIRATION OF OPTIONS
(a) No Option may be exercised to any extent by
anyone after the first to occur of the following events:
(i) In the case of an Incentive Stock
Option, (A) the expiration of ten years from the date the
Option was granted, or (B) in the case of an Optionee owning
(within the meaning of Section 424(d) of the Code), at the
time the Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company,
any Subsidiary or any Parent Corporation, the expiration of
five years from the date the Option was granted; or
(ii) In the case of a Non-Qualified Option,
the expiration of twelve years and one day from the date the
Option was granted; or
(iii) Except in the case of (A) any Optionee
who is totally disabled (within the meaning of Section
22(e)(3) of the Code for purposes of an Incentive Stock
Option, or otherwise as determined by the Committee in
accordance with Company policies), (B) any Optionee who
retires within the meaning of clause (v) below, (C) any
Optionee who dies or (D) any Optionee whose right to exercise
his or her Option is extended by the Committee pursuant to
clause (vii) below, the expiration of three months from the
date of the Optionee's Termination of Employment for any
reason unless the Optionee dies within said three-month
period; or
(iv) In the case of an Optionee who is
totally disabled (within the meaning of Section 22(e)(3) of
the Code for purposes of an Incentive Stock Option, or
otherwise as determined by the Committee in accordance with
Company policies), 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
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(v) 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
(vi) The expiration of one year from the
date of the Optionee's death; or
(vii) 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.
(b) Subject to the provisions of Section 4.4(a), the
Committee shall provide, in the terms of each individual Option, when
such Option expires and becomes unexercisable; and (without limiting
the generality of the foregoing) the Committee may provide in the terms
of individual Options that said Options expire immediately upon a
Termination of Employment; provided, however, that provision may be
made that such Option shall become exercisable in the event of a
Termination of Employment because of the Optionee's retirement (as
determined by the Committee in accordance with Company policies), total
disability (within the meaning of Section 22(e)(3) of the Code for
purposes of an Incentive Stock Option, or otherwise as determined by
the Committee in accordance with Company policies) or death; and
provided further, that in the event the Committee extends the right of
an Optionee to exercise his or her Option pursuant to Section
4.4(a)(vii) above, the Committee may also provide that such Option
shall become exercisable immediately, or in accordance with the
schedule of exercisability which would be applicable to such Option but
for the Optionee's Termination of Employment, or in accordance with any
other schedule determined in the Committee's discretion.
2. This Third Amendment shall be effective on or as of September 11,
2000. In all other respects the Plan shall remain in full force and effect as
originally adopted.
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IN WITNESS WHEREOF, the Committee has caused this Third Amendment to be
executed by a duly authorized officer of the Company as of the 11th day of
September, 2000.
OWENS-ILLINOIS, INC.
By /s/ THOMAS L. YOUNG
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Executive Vice President
Attest:
/s/ JAMES W. BAEHREN
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Secretary
