EXHIBIT 10.1
THIRD AMENDED AND RESTATED
O-I GLASS, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
“Account” means a hypothetical deferred compensation bookkeeping account established and maintained on the books of the Company to reflect a Participant’s interest in the Plan, and includes either or both of a Cash Account or Company Stock Account. Effective January 1, 2026, a separate subaccount shall be established for each Plan Year for each Participant making a Deferral Election for that Plan Year that reflects the Participant’s notional investment elections and distribution elections for that Plan Year.
“Administrator” means the Board or a Committee to the extent that the Board’s powers and authority under the Plan have been delegated to such Committee.
“Cash Account” means, with respect to any Participant, a deferred compensation bookkeeping account established and maintained on the books of the Company to reflect amounts of Compensation deferred under the Plan by such Participant which have been credited in dollars and on which notional interest accrues, in accordance with Section 6.2 hereof.
“Change in Control” has the meaning set forth in the Company’s Fourth Amended and Restated 2017 Incentive Award Plan, as may be amended and/or restated from time to time (or any term of similar effect under any successor equity incentive plan).
“Code” means the Internal Revenue Code of 1986, as amended.
“Company Stock” means the Company’s common stock, $0.01 par value.
“Company Stock Account” means, with respect to any Participant, a deferred compensation bookkeeping account established and maintained on the books of the Company to reflect the notional value of amounts of Compensation deferred by such Participant under the Plan which have been credited in Company Stock Units and to which additional Company Stock Units may be credited to reflect notional dividends and other distributions and/or adjustments, if any, on Company Stock, in accordance with Sections 6.3 and 6.4 hereof.
“Company Stock Unit” means a notional unit with a value determined by reference to the value of one share of Company Stock.
“Compensation” means any cash fees (including cash retainers or cash meeting attendance fees) and any other form of cash remuneration payable to a Director by the Company for services rendered to or on behalf of the Company by such Director solely in his or her capacity as such.
“Committee” means a committee or subcommittee of the Board, which may include one or more directors and/or officers of the Company, to the extent permitted by applicable law and Rule 16b-3 of the Exchange Act.
“Deferral Election” means an election to defer Compensation made by a Director pursuant to and in accordance with Section 5 of the Plan.
“Distribution Event” has the meaning set forth in Section 5.1(b) of the Plan.
“Director” means a non-employee member of the Board.
“Effective Date” means January 1, 2026.
“Election Form” has the meaning set forth in Section 5.1 of the Plan.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Participant” means any Director who elects to defer Compensation under this Plan.
“Plan Year” means a calendar year.
“Re-deferral Deadline” has the meaning set forth in Section 5.2(c) of the Plan.
“Re-deferral Election” has the meaning set forth in Section 5.2(c) of the Plan.
“Separation from Service” means a “separation from service” within the meaning of Section 409A of the Code.
“Separation from Service Distribution” means a distribution or distributions of deferred Compensation made, or in the case of installment distributions, beginning, in either case, on or within sixty (60) days following a Participant’s Separation from Service.
“Specified Date Distribution” means a distribution or distributions of deferred Compensation made or, in the case of installment distributions, beginning, in either case, on or within sixty (60) days following a specified future date selected by a Participant.
“Unforeseeable Emergency” shall mean an “unforeseeable emergency” within the meaning of Section 409A of the Code.
The Plan shall be administered by the Administrator. The administrative powers of the Administrator shall include the powers to interpret the Plan and to exercise full and complete discretion to adopt, modify, and/or rescind any rules, determinations, policies, or procedures deemed necessary or appropriate for the maintenance and administration of the Plan. Any construction or interpretation of the Plan by the Administrator shall be final and binding on all parties. All expenses of administering the Plan shall be paid by the Company.
Any Director shall be eligible to participate in this Plan.
To the extent applicable, the Plan and all Election Forms are intended to comply with Code Section 409A and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation, any such regulations or other guidance that may be issued after the Effective Date (together, “Section 409A”), and shall be construed and interpreted consistent therewith. Notwithstanding any provision of the Plan or any Election Form to the contrary, the Administrator may adopt such amendments to the Plan and/or any Election Form(s)
and/or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions as the Committee determines are necessary or appropriate to comply with the requirements of Section 409A (or satisfy an applicable exemption therefrom) or otherwise preserve the intended tax treatment of the amounts payable under the Plan.
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IN WITNESS WHEREOF, the Board has caused this Third Amended and Restated Plan to be executed by a duly authorized officer of the Company this 8th day of October, 2025.
O-I GLASS, INC.
By:/s/ James Dalton
James Dalton, Senior Vice President, Chief Human Resources and Technology Officer