Exhibit 4.2
FIRST AMENDMENT TO 1997 EQUITY PARTICIPATION PLAN OF OWENS-ILLINOIS, INC.
FIRST AMENDMENT
TO
1997 EQUITY PARTICIPATION PLAN
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 9.2 of the 1997 Equity Participation Plan of Owens-Illinois,
Inc. (the "Plan"), the Committee hereby amends the Plan as follows:
1. Section 7.1(a) of the Plan is amended to read, in its entirety, as
follows:
Section 7.1 - Award of Restricted Stock
(a) The Committee may from time to time, in its absolute
discretion:
(i) Select from among the key Employees (including
Employees who have previously received Options under this Plan) such of
them as in its opinion should be awarded Restricted Stock;
(ii) Determine the term of the restrictions placed on the
Restricted Stock, provided, the term of such restrictions shall not be
less than three (3) years, subject to the right of the Committee to
grant Restricted Stock with a restriction period of less than three (3)
years, but not less than one (1) year, if (A) the grant of the Restricted
Stock is performance based, or (B) the total number of shares of
non-performance based Restricted Stock granted under the Plan with a
restriction period of less than three (3) years does not exceed five
percent (5%) of the aggregate number of shares which may be issued under
the Plan; and
(iii) Determine the purchase price, if any, and other
terms and conditions applicable to such Restricted Stock, consistent
with this Plan.
2. Section 7.4 of the Plan is amended to read, in its entirety, as
follows:
Section 7.4 - Restrictions
All shares of Restricted Stock issued under this Plan (including
any shares received by holders thereof with respect to shares of
Restricted Stock as a result of stock dividends, stock splits or any
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other form of recapitalization) shall, in the terms of each individual
Restricted Stock Agreement, be subject to such restrictions as the
Committee shall provide, which restrictions may include, without
limitation, restrictions concerning voting rights and transferability
and restrictions based on duration of employment with the Company,
Company performance and individual performance. Restricted Stock may
not be sold or encumbered until all restrictions are terminated or
expire. Unless provided otherwise by the Committee, if no consideration
was paid by the holder of Restricted Stock upon issuance, a holder of
Restricted Stock's rights in unvested Restricted Stock shall lapse upon
Termination of Employment.
3. Section 7.6 of the Plan is amended to read, in its entirety, as
follows:
Section 7.6 - Repurchase of Restricted Stock
The Committee may provide in the terms of each individual
Restricted Stock Agreement that the Company shall have the right to
repurchase from the holder of Restricted Stock the Restricted Stock
then subject to restrictions under the Restricted Stock Agreement
immediately upon a Termination of Employment between the holder of
Restricted Stock and the Company, at a cash price per share equal to
the price paid by the holder of Restricted Stock for such Restricted
Stock; provided, however, that provision may be made that no such
right of repurchase shall exist in the event of a Termination of
Employment without cause, or following a change in control of the
Company or because of the holder of the Restricted Stock's
retirement, death or disability, or otherwise, and provided further
that provisions may be made that the right of repurchase may be
exercised at a price less than the price paid by the holder of
Restricted Stock in the event of termination for cause, voluntary
termination or otherwise.
4. This First Amendment shall be effective as of December 19, 1997. In
all other respects the Plan shall remain in full force and effect as originally
adopted.
IN WITNESS WHEREOF, the Committee has caused this First Amendment to be
executed by a duly authorized officer of the Company as of the 19th day of
December, 1997.
OWENS-ILLINOIS, INC.
By: /s/ Thomas L. Young
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Executive Vice President
Attest:
/s/ James W. Baehren
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Assistant Secretary
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