SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC. SENIOR MANAGEMENT INCENTIVE PLANExecutive Compensation Plan Agreement |
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Exhibit 10.34
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
SENIOR MANAGEMENT INCENTIVE PLAN
Effective January 1, 2004
1.
History and purpose.
1.1
The Owens-Illinois, Inc. Senior
Management Incentive Plan, initially adopted by the Board of Directors of
Owens-Illinois, Inc. effective on January 1, 1991 was amended in the form
of the Amended and Restated Owens-Illinois, Inc. Senior Management Incentive
Plan and further amended by a First, Second and Third Amendment thereto (the
“Original Plan”) effective on or as of January 1, 1993.
Pursuant to paragraph 8 of the Original Plan, said Board has duly authorized
the further amendment and restatement of the Original Plan, effective on or as
of January 1, 2004, in the form of this Second Amended and Restated
Owens-Illinois, Inc. Senior Management Incentive Plan. The provisions of
the Original Plan shall continue to govern with respect to Award Periods (as
defined in the Original Plan) commencing before January 1, 2004 and with
respect to all matters related thereto.
1.2
The purposes of this Second Amended and
Restated Owens-Illinois, Inc. Senior Management Incentive Plan are to reward
officers and other management employees who contribute to the success of the
Company, by making the amount of their compensation significantly contingent
upon the Company’s financial performance, and to attract and retain
officers and other management employees of exceptional ability.
2.
Definitions. The following capitalized terms used in the
Plan have the respective meanings set forth in this Section:
“Award” means the periodic bonus award granted to a Participant under this Plan.
“Board” means the Board of Directors of OI.
“Bonus Pool” means, for each year, the sum of all Target Bonuses for such year, as described in paragraph 5.1 hereof.
“CEO” means the Chief Executive Officer of OI.
“Committee” means the Compensation Committee of the Board or any other committee of the Board to which administrative authority with respect to the Plan may be delegated by the Board.
“Company” means OI together with any corporation (or unincorporated business entity) 50 percent or more of the voting shares (or other ownership interests) of which are owned, directly or indirectly, by OI.
“Deferred Compensation Plan” means any plan or arrangement adopted by the Company whereby a Participant may be permitted, at his option, to defer the actual receipt of an Award otherwise payable to him under this Plan.
“Equity Participation Plan” means the 1997 Equity Participation Plan of Owens-Illinois, Inc. executed May 15, 1997, as amended from time to time.
“Fair Market Value” shall have the meaning set forth in the Equity Participation Plan.
“OI” means Owens-Illinois, Inc., a Delaware corporation.
“Operating Results” means the Company’s or a Unit’s annual results from operations for any Performance Period, determined in accordance with paragraph 7 hereof and expressed as a percentage of the Performance Period’s Performance Objective.
“Participant” means an officer or other management employee of the Company who is eligible to participate in this Plan in accordance with paragraph 4 hereof.
“Performance Objective” means the annual objective established in accordance with paragraph 6 hereof for the operating performance of the Company or a Unit.
“Performance Period” means the calendar year or any other period that the CEO or the Committee may determine.
“Plan” means this Second Amended and Restated Owens-Illinois, Inc. Senior Management Incentive Plan as set forth herein or as from time to time amended.
“Restricted Stock” shall have the meaning set forth in the Equity Participation Plan.
“Share” means a share of common stock, par value $0.01 per share, of the Company.
“Target Bonus” means an amount established each year in accordance with paragraph 5 hereof equal to a stated percentage of a Participant’s annual base salary.
“Unit” means an operating unit or subsidiary of the Company.
Words of the masculine gender include correlative words of the feminine and neuter genders and vice versa, and words denoting the singular include the plural and vice versa.
3.
Administration.
3.1
The Plan will be administered by the CEO,
whose administrative powers hereunder shall include the powers to interpret the
Plan, to establish, amend and rescind any rules and regulations relating to the
Plan, and to make any other determinations that he deems necessary or desirable
for the administration of the Plan. The CEO may correct any defect or
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the CEO deems necessary or desirable. Any decision of the CEO in
the interpretation and administration of the Plan, as described herein, shall
lie within his sole and absolute discretion and shall be final, conclusive, and
binding on all parties concerned. Determinations made by the CEO under
the Plan need not be uniform and may be made selectively among Participants,
whether or not such Participants are similarly situated.
3.2
The Board, in its discretion on
recommendation of the CEO, shall be authorized at any time and from time to
time to modify any Performance Objective, and the Committee, in its discretion
on recommendation of the CEO, shall be authorized at any time and from time to
time to adjust the amount of any Target Bonus and/or the size of the Bonus
Pool; and to accelerate or defer the payment of Awards.
4. &
