2004 Executive Life Insurance Plan

Exhibit 10.33


OWENS-ILLINOIS


2004 EXECUTIVE LIFE INSURANCE PLAN


FOR NON-U.S. EMPLOYEES


Effective December 1, 2004


OWENS-ILLINOIS

2004 EXECUTIVE LIFE INSURANCE PLAN

FOR NON-U.S. EMPLOYEES


Owens-Illinois, Inc., a corporation duly organized and existing under the laws of the state of Delaware and having its corporate headquarters in the state of Ohio (hereinafter, together with its successors and assigns, called the " Company" ), hereby establishes and will be the sponsor of this Owens-Illinois 2004 Executive Life Insurance Plan for Non-U.S. Employees (the " Plan" ), effective as of December 1, 2004. The Plan is established and will be maintained by the Company on behalf of each corporation (or other business entity) 50 percent or more of the voting stock (or other ownership interest) of which the Company owns, directly or indirectly, and which employs or employed any non U.S. person who participates in the Plan. Each such corporation (or other business entity), together with its successors and assigns, is hereinafter referred to as an " Employer" .


W I T N E S S E T H:


WHEREAS, the Company entered into a Death Benefit Only Agreement effective April 1, 2000 (the " 2000 DBO Agreement" ) with certain of its non-U.S. employees whereunder the Company assumed an unsecured obligation to provide the beneficiaries of such non-U.S. employees with a death benefit in an amount set forth in such DBO Agreement and whereunder in order to fund the Company' s obligation certain policies of insurance were purchased on the life of each participating non-U.S. employee; and


WHEREAS, the Company wishes to establish this Plan to provide for the continued funding and consistent administration of the aforementioned death benefit obligation under non-equity endorsement split-dollar arrangements with respect to non U.S. employees and non-U.S. retirees covered by a DBO Agreement and other non-U.S. employees who satisfy the eligibility requirements of this Plan.


NOW, WHEREFORE, it is hereby agreed as follows:


Article I - - Purpose 1.1 The primary purpose of this Plan is to support the Employers in attracting and retaining qualified executive non-U.S. personnel, by providing for pre-retirement and post-retirement death benefits in an amount set forth in an existing DBO Agreement or as otherwise determined by the Company, as hereinafter provided and subject to certain limits hereinafter stated. The Company has determined that the foregoing can best be provided under non-equity endorsement split-dollar life insurance arrangements, and an insurance policy has been or will be applied for on the life of each of the Participants. By execution of this Plan, the Company agrees to purchase such insurance policies under non-equity endorsement split-dollar arrangements and to pay the premiums thereon subject to the provisions of the Plan.


Article II - - Definitions


2.1 Administrator. The Plan administrator serving pursuant to Article XV of this Plan. The Company shall be the Administrator unless and until the Company appoints an officer or a committee consisting of two or more officers or employees of the Company to serve as the Administrator.


2.2 Agreement. A Participation Agreement, in the form attached hereto as either Exhibit A or Exhibit A-1, entered into between a Participant (or his or her Assignee) and the Company pursuant to which the Participant (or his or her Assignee) agrees to participate in the Plan and the Company agrees to purchase a Policy on such Participant' s life and irrevocably endorse to the Participant (or his or her Assignee) its right to designate a beneficiary with respect to the Death Benefit payable with respect to such Policy.


2.3 Anniversary Date. The first day of each Plan Year.


2.4 Assignee. The person, or entity, including the trustee of any irrevocable trust, to whom a Participant has irrevocably assigned his or her interest in the Company' s Obligation and the Death Benefit payable under a Policy issued under the Plan as permitted under Article XI hereunder.


2.5 Beneficiary. The beneficiary or beneficiaries of the Company' s Obligation and the Death Benefit payable under each Policy that has been endorsed to such Participant (or his or her Assignee) under the terms the Agreement and this Plan, as designated in accordance with paragraph 8.1 and such Policy.


2.6 Company' s Obligation. Under the Plan the Company assumes an unsecured obligation to pay a Participant' s (or his or her Assignee' s) Beneficiary prior to such Participant' s Retirement a death benefit equal to an amount determined by the Company with respect to such Participant and as set forth in the Agreement with such Participant, which amount shall not be less than the death benefit set forth in the Participant' s DBO Agreement if such DBO Agreement is in effect on the Effective Date. The Company' s Obligation shall be extinguished or reduced with respect to a Participant (or his or her Assignee) upon the payment of the Death Benefit to the Participant' s (or his or her Assignee' s) Beneficiary in accordance with paragraph 8.3, upon the transfer of the Policy insuring the Participant' s life in accordance with paragraph 10.1, or if the Participant' s Termination Date occurs for any reason other than such Participant' s Retirement, Disability or death in accordance with paragraph 9.2. To the extent that the Company' s Obligation is not fully extinguished as provided in the preceding sentence, the Company shall be liable for any such deficiency in accordance with paragraph 8.3.


2.7 Death Benefit. The portion of the face amount of the Policy payable upon a Participant' s death to the Participant' s (or his or her Assignee' s) Beneficiary as specified herein. In the case of a Participant who is a Non-U.S. Retiree on the


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Effective Date, the Death Benefit shall equal the amount of the death benefit set forth in the Participant' s DBO Agreement. In the case of each other Participant, the Death Benefit shall be the amount set forth in the Agreement with the Participant as determined by the Company.


2.8 Disability. A Participant' s inability, solely because of disease or injury for which the Participant is under the care of a qualified physician, to work within his or her own occupation, as determined for purposes of the Owens-Illinois Long-Term Disability Plan, a component of the Owens-Illinois, Inc. Salary Employees Welfare Benefit Plan or such other long-term disability plan established by the Participant' s Employer in which the Participant is eligible to participate.


2.9 Distribution Date. The Distribution Date of a Non-U.S. Retiree on the Effective Date shall be June 2, 2005 and the Distribution Date of any other Participant shall be the first business day following the six-month anniversary of such Participant' s Termination Date.


2.10 Effective Date. December 1, 2004.


2.11 Endorsement. The irrevocable contractual endorsement by the Company as Owner of the Policy to a Participant (or his or her Assignee) of the Death Benefit payable with respect to such Policy as set forth in the Agreement between the Company and the Participant (or his or her Assignee).


2.12 Insurance Company. Jefferson-Pilot Life Insurance Company, or any other insurance company or companies authorized to do business in the state of Ohio selected by the Company for the issuance of a Policy pursuant to the Plan.


2.13 Non-U.S. Employee. Any non-U.S. citizen performing services for an Employer for which Form W-2 compensation (or compensation which would normally be reported on Form W-2 if paid by a U.S. Employer) is paid. For purposes of this Plan, an employee' s citizenship and status as a Non-U.S. Employee shall be determined on the date of such employee' s initial employment with an Employer.


2.14 Non-U.S. Retiree. Any former Non-U.S. Employee who became a Participant before his or her Termination Date and whose Agreement remains in effect after his or her Termination Date, and any former Non-U.S. Employee on the Effective Date whose DBO Agreement with the Company continues in effect on the Effective Date.


2.15 Owner. The Company, who is or will be defined in a Policy as Owner and, as such, possesses or will possess all incidents of ownership in such Policy.


2.16 Participant. Any Non-U.S. Employee and any Non-U.S. Retiree who is eligible to participate in the Plan and who (or whose Assignee) enrolls in the Plan in accordance with Article III.


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2.17 Plan. This Owens-Illinois 2004 Executive Life Insurance Plan for Non-U.S. Employees.


2.18 Plan Documents. This document and all documents incorporated into the Plan under this document, including the Agreements, the Policies, and any other documents specifically referenced herein or therein.


2.19 Plan Year. Each 12 consecutive month period beginning on December 1 and ending on the following November 30.


2.20 Policy. The life insurance policy on the life of a Participant, together with any supplemental contracts issued by the Insurance Company in conjunction therewith, purchased by the Company pursuant to the terms of the Plan and the Agreement to which the Company is a party.


2.21 Premium Payment Period. The period of time during which an Employer or the Company will pay all premiums with respect to the Policy. If the Agreement applicable to a Policy terminates during the Premium Payment Period for such Policy, such Premium Payment Period shall end concurrently.


2.22 Retirement. Retirement from employment with an Employer at a time and under circumstances whereby a Participant would be eligible for an immediately payable early or normal retirement benefit under the Owens-Illinois Salary Retirement Plan or such other retirement plan established by the Participant' s Employer in which the Participant is eligible to participate, as from time to time in effect.


2.23 Termination Date. The date of termination of a Participant' s employment with the Employer(s) for any reason, including voluntary and involuntary termination, and termination of employment due to Disability or Retirement.


Article III - - Eligibility


3.1 Each Non-U.S. Retiree (or his or her Assignee) on the Effective Date, each Non-U.S. Employee (or his or her Assignee) who has a DBO Agreement in effect on the Effective Date, and each other Non-U.S. Employee (or his or her Assignee) whose position with an Employer is at or above the level of divisional vice president (or equivalent, as determined by the Company) and who is designated as eligible by the Chief Executive Officer of the Company, shall be eligible to participate in the Plan.


3.2 Each Non-U.S. Employee (or his or her Assignee) and Non-U.S. Retiree (or his or her Assignee) who is eligible to participate in the Plan on the Effective Date, and who (or whose Assignee) enrolls in the Plan by executing an Agreement, shall become a Participant on or as of the Effective Date. Each Non-U.S. Employee (or his or her Assignee) who becomes eligible to participate in the Plan after the Effective Date, and who (or whose Assignee) thereafter enrolls in the Plan by executing an Agreement, shall become a Participant in the Plan on the first Anniversary Date thereafter.


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3.3 An Agreement shall go into effect on or as of the effective date specified in the Agreement and shall remain in effect until the Participant' s death, unless terminated earlier as provided in paragraph 9.2, paragraph 10.1 or Article XII; provided, however, that to the extent the Company' s Obligation has not been fully extinguished as provided in paragraph 9.2 or paragraph 10.1, it shall remain in effect notwithstanding the termination of the Agreement upon the termination of the Plan, the Company' s discontinuance of the payment of premiums under the Plan, or the cancellation, lapse, or surrender of the Policy for any reason as provided in Article XII, for so long as the Participant is or becomes a Non-U.S. Retiree or remains a Non-U.S. Employee of any Employer.


Article IV - - Application for Insurance


4.1 On or before the Effective Date or Anniversary Date on which an eligible Non-U.S. Employee or Non-U.S. Retiree becomes a Participant, the Company shall apply to the Insurance Company for the issuance of a Policy insuring the Participant' s life in such amount as is determined by the Company, which amount shall include the amount of the Death Benefit endorsed to the Participant (or his or her Assignee) under the terms of the Agreement and Article VI hereof. The Participant (and his or her Assignee) shall be subject to the provisions of the Plan, including the Agreement. However, and notwithstanding anything herein to the contrary, neither a Non-U.S. Employee' s or Non-U.S. Retiree' s eligibility to participate in the Plan, nor the Company' s Obligation in paragraph 2.6 with respect to any Participant (or his or her Assignee), are conditioned on the issuance of a Policy on the life of such Participant, but the rights and interests of the Company, the Employers and the Participant in and to any feature of a Policy are expressly conditioned upon the issuance of such Policy on such underwriting classification and premium amounts as are acceptable to the Company in the exercise of its sole and absolute discretion.


4.2 It is the intention of the Plan, as a matter of reasonable expectation based on each Policy' s death benefit amount, investment options, schedule of premiums, and other relevant Policy features, and on the age and other relevant characteristics of the insured Participant, but not as a matter guaranteed by the Company, any Employer, the Insurance Company, or otherwise, that at any time after the end of the Policy' s Premium Payment Period such Policy can be maintained in force for the remaining life expectancy of the insured Participant without the payment of additional premiums into the Policy, by utilizing the Policy' s cash surrender value; provided, however, that if additional premiums are nevertheless required to be paid into the Policy after the end of such Policy' s Premium Payment Period but while the Company is the Owner of the Policy and the Agreement remains in effect with respect to such Policy, the Employer(s) shall pay such premiums.


Article V - - Payment of Premiums


5.1 On or before the due date of each periodic Policy premium payable during the


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Premium Payment Period, or within any grace period after such due date permitted by the Policy, the Employer of the Participant insured by such Policy shall pay the full amount of such premium to the Insurance Company. The amount of the premium which the Employer shall pay each year, and the period of years over which such premium is expected to be paid, shall be detailed with respect to each Participant in a schedule of premiums furnished by the Insurance Company to the Company at the time of issuance of the Policy on the life of such Participant.


5.2 To the extent that a Participant insured by a Policy is deemed to have recognized taxable income each year by reason of an Employer paying the premium amounts for life insurance benefits under a Policy, the Employer will fully gross up the amount thereof to cover all applicable national, federal, state, provincial, and local income taxes and withholdings thereon. The gross up shall be computed on the basis of the highest then applicable income tax and withholding rates and shall take into account and include the income taxes and withholdings paid by an Employer. The amount to be reported as income each year shall include the amount of such economic benefit plus the additional amount attributable to the Employer' s grossing up such amount to cover such taxes and withholdings. The Employer will furnish the Participant with an appropriate sta ...