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Libbey Inc. (NYSEMKT:LBY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Libbey Inc. (NYSEMKT:LBY) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02>Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers.>

Effective March 30, 2017, James C. Burmeister will join Libbey
Inc. (Libbey or the Company) as Vice President, Chief Financial
Officer.
Mr. Burmeister, 49, comes to Libbey from The Andersons, Inc.,
where he has served since 2014 as Vice President, Finance and
Treasurer, managing the treasury, tax, investor relations,
sourcing, business development and continuous improvement
functions. Prior to joining The Andersons, Inc., Mr. Burmeister
held roles of increasing responsibility in operations finance
with Owens Corning, beginning in 2005 as Director of Finance of
Owens Cornings cultured stone business and culminating in his
role from 2013-2014 as Vice President, Finance of Owens Cornings
roofing and asphalt division. Earlier in his career, Mr.
Burmeister served in a variety of roles with General Electric,
including an assignment with GEs highly-regarded Corporate Audit
Staff, and with Rubbermaid in its supply chain function.
A graduate of the U.S. Naval Academy, Mr. Burmeister served as a
captain in the Marine Corps from 1990-1995, including service in
the Persian Gulf.
In connection with Mr. Burmeisters appointment as Libbeys Vice
President, Chief Financial Officer, we will pay him an annual
base salary of $375,000. He will be eligible under our senior
management incentive plan (which we refer to as our SMIP) for an
annual cash incentive award with a target amount equal to 60% of
his annual base salary, with the opportunity to earn up to 200%
of his target SMIP award.
No later than 30 days following Mr. Burmeisters first day of
employment, he will receive a one-time cash payment in the gross
amount of $100,000. If he terminates his employment without Good
Reason before he has been employed by Libbey for one (1) year, he
must repay Libbey the full amount of the sign-on bonus within 30
days of the date of termination. As used in this context, Good
Reason has the same meaning as used in the change in control
agreement described below.
Mr. Burmeister also will be eligible for long-term incentive
awards under Libbeys 2017 long-term incentive plan (which we
refer to as the 2017 LTIP), with a target equal to $375,000, or
50% of his annual base salary. Mr. Burmeisters 2017 LTIP target
award will be divided among three components:
The performance cash component, consisting of the
opportunity to earn a target payout equal to 50% of Mr.
Burmeisters 2017 LTIP target award (or 50% of $375,000),
prorated to his first day of employment with Libbey;
Restricted stock units (RSUs) representing 30% of Mr.
Burmeisters 2017 LTIP target award (or 30% of $375,000);
Non-qualified stock options (NQSOs) representing 20% of Mr.
Burmeisters 2017 LTIP target award.
The awards of RSUs and NQSOs will be granted to Mr. Burmeister on
the second business day after Libbey releases its financial
results for the quarter ending March 31, 2017. They will vest 25%
per year beginning on the first anniversary of the grant date.
The number of RSUs to be granted will be determined by dividing
$112,500 by the average closing price of our common stock over a
period of 20 consecutive trading days ending on the grant date.
The number of NQSOs to be granted will be determined by dividing
$75,000 by the Black-Scholes value of Libbey Inc. stock at the
close of business on the grant date, calculated using the average
closing price of Libbey common stock over a period of 20
consecutive trading days ending on the grant date and capping
volatility at 50%. The exercise price of the NQSOs granted will
be equal to the closing price of Libbey common stock on the grant
date.
In addition, Mr. Burmeister will be eligible to participate in
the performance cash components of Libbeys long-term incentive
plan for the 2015-2017 performance cycle and the 2016-2018
performance cycle. For each of these performance cycles, the
target performance cash award equals 40% of Mr. Burmeisters
target long-term incentive opportunity, in each case prorated to
Mr. Burmeisters first date of employment with Libbey.
Mr. Burmeister is entitled to participate in other benefit
programs generally available to executive officers or salaried
employees, including, but not limited to, Libbeys 401(k) savings
plan for salaried employees, the Libbey Inc. Executive Deferred
Compensation Plan, annual executive physical, annual financial
planning assistance, annual tax return preparation assistance,
airport car service between Toledo and Detroit Metro Airport, and
one airline club membership.
Mr. Burmeister will be eligible to receive full severance
benefits under the Libbey Inc. Executive Severance Compensation
Policy (which we refer to as the Executive Severance Policy) once
he has been employed by the Company for at least 18 months.
Under the Executive Severance Policy, if Libbey were to
terminate Mr. Burmeisters employment without cause before he
attains at least 20 years of service, Mr. Burmeister would be
entitled to cash severance equal to the sum of (a) 52 weeks
salary continuation and (b) a target payout under Libbeys SMIP
for the year in which the date of termination occurs.
Additionally, Mr. Burmeister would be entitled to annual and
long-term incentive compensation, to the extent actually
earned, for any performance period that ended prior to the
termination date. Payment of any incentive compensation would
be made between January 1 and March 15 of the year following
the end of the relevant performance period. Mr. Burmeister also
would be entitled to continued medical, prescription drug and
dental benefits during that 52-week period, provided that he
pays the active-employee contributions for those benefits.
Under the Executive Severance Policy, Libbey would be entitled
to terminate Mr. Burmeister for cause if: (i) he willfully and
continuously fails (other than as a result of his incapacity
due to physical or mental illness) to substantially perform his
duties with Libbey after the Board has delivered to him a
written demand for substantial performance that specifically
identifies the manner in which the Board believes that he has
not substantially performed his duties; (ii) he willfully and
continuously fails (other than as a result of his incapacity
due to physical or mental illness) to substantially follow and
comply with the specific and lawful directives of the Board,
after the Board has delivered to him a written demand for
substantial performance that specifically identifies the manner
in which the Board believes that he has not substantially
followed or complied with the directives of the Board; (iii) he
commits an act of fraud or dishonesty that causes harm to
Libbey; (iv) he fails to comply with a material policy or code
of conduct of Libbey; (v) he materially breaches any material
obligation under any written agreement with Libbey; (vi) he
engages in illegal conduct or gross misconduct that causes harm
to Libbey; or (vii) he has been convicted of a misdemeanor or
felony that (A) is directly related to the position that he
occupies with Libbey or (B) indicates that he is unsuitable for
the position that he occupies with Libbey.
Mr. Burmeister will be entitled to receive the benefits
provided under Libbeys Executive Severance Policy only if he
executes a release from liability that also includes covenants
not to disparage Libbey or solicit its employees and covenants
not to compete with Libbey for a period of 12 months after
termination of employment.
Until Mr. Burmeister has been employed by Libbey for at least
18 months, he will be eligible to receive the following
modified severance benefits:
He will not be entitled to receive severance benefits if
his employment is terminated for cause (as defined
above).
If his employment with the Company is terminated without
cause (as defined above) during his initial 18 months of
employment with the Company, and if he executes and
delivers to the Company a general release, the Company
will pay or provide him the following benefits:
Base salary through the date of termination.
Reimbursement of any expenses properly incurred prior to
the date of termination in accordance with the Companys
policy on business expense reimbursement.
Any amount or benefit to which he is entitled under any
pension plan, retirement savings plan, equity
participation plan, stock purchase plan, medical benefit
plan or other benefit plan or employment policy
maintained by the Company in accordance with the terms of
the plan.
Salary continuation for 26 weeks in accordance with the
Companys normal pay practices.
If, as of the date of termination, he has been employed
for at least nine (9) months, a lump-sum payment equal to
50% of his target opportunity under the senior management
incentive plan for the calendar year in which the date of
termination occurs.
For a period ending on the last day of the sixth full
calendar month following the date of termination,
continuation of medical, prescription drug and dental
benefits, provided that he pays the active-employee
contributions for these benefits.
Executive outplacement services at the rate for Shields
Meneley Partners or equivalent as follows:
If, as of the date of termination, Mr. Burmeister has
been employed by Libbey for at least nine (9) months, he
will be entitled receive such services for a six (6)
month period; and
If, as of the date of termination, Mr. Burmeister has
been employed for at least nine (9) months but for less
than 18 months, he will be entitled to receive such
services for a one (1) year period.
In addition, Libbey will enter into a change in control
agreement with Mr. Burmeister. The change in control
agreement will provide that, upon a termination by Libbey
without Cause or a termination by Mr. Burmeister for Good
Reason (in each case as defined below) within two years
following a Change in Control or if a Change in Control
occurs within six months following a termination by Libbey
without Cause or a termination by Mr. Burmeister for Good
Reason, he will receive the following benefits:
Accrued base salary, vacation pay and expense
reimbursement;
Any amount or benefits to which Mr. Burmeister is
entitled under any pension plan, retirement savings
plan, equity participation plan, stock purchase plan,
medical benefit plan or other benefit plan or
employment policy maintained by Libbey in accordance
with the terms of the plan, policy or arrangement;
Any incentive compensation earned but not yet paid for
a performance period ended prior to the date of
termination at the time it would otherwise have been
paid but for the termination;
A lump sum payment equal to two times annual base
salary plus target annual incentive;
Continuation of medical and life insurance benefits for
18 months after termination or until he receives
medical and/or life insurance coverage through a future
employer, if earlier than 18 months;
Executive level outplacement services paid by Libbey in
an amount not to exceed 15% of Mr. Burmeisters annual
base salary; and
Financial planning services paid by Libbey in an amount
not to exceed $10,000.
As defined in the change in control agreement, Cause means
(i) Mr. Burmeisters willful and continued failure (other than
as a result of incapacity due to physical or mental illness
or after Mr. Burmeister issues a notice of termination for
Good Reason) to substantially perform his duties, after the
Board of Directors delivers to his a written demand for
substantial performance that specifically identifies the
manner in which the Board believes that he has not
substantially performed his duties; (ii) Mr. Burmeisters
willful and continued failure (other than as a result of
incapacity due to physical or mental illness or after
issuance of a notice of termination for Good Reason) to
substantially follow and comply with the specific and lawful
directives of the Board of Directors, as reasonably
determined by the Board, after the Board delivers to Mr.
Burmeister a written demand that specifically identifies the
manner in which the Board believes that he has not
substantially followed or complied with the directives of the
Board; (iii) Mr. Burmeisters commission of an act of fraud or
dishonesty that results in harm to Libbey or the failure to
comply with a material policy or code of conduct of Libbey as
in effect from time to time; (iv) Mr. Burmeisters material
breach of any material obligation under the change in control
agreement or any other written agreement between Mr.
Burmeister and Libbey; or (v) Mr. Burmeisters willful
engagement in illegal conduct or gross misconduct that causes
harm to Libbey.
As defined in the change in control agreement, Good Reason
means (i) Mr. Burmeister ceases to be an officer of the
Company; (ii) a reduction of Mr. Burmeisters base salary that
is not applicable to other officers in the same or similar
manner; (iii) a material reduction of Mr. Burmeisters
incentive compensation opportunity that is not applicable to
all other officers in the same or similar manner; (iv) a
reduction or elimination of an executive benefit or an
employee benefit and the reduction is not applicable to all
other officers in the same or similar manner; (v) Libbey
materially breaches the change in control agreement and does
not remedy such breach prior to the expiration of 60 days
after receipt of written notice of the breach given by Mr.
Burmeister to Libbey.
Finally, as defined in the change in control agreement,
Change in Control means the occurrence of any of the
following events:
A person (other than Libbey, any trustee or other
fiduciary holding securities under one of our employee
benefit plans, or any corporation owned, directly or
indirectly, by our shareholders in substantially the
same proportions as their ownership of our common
stock) becomes the “beneficial owner,” directly or
indirectly, of securities representing 30% or more of
the combined voting power of our then-outstanding
securities;
The consummation of a merger or consolidation to which
we are merged or consolidated with any other
corporation (or other entity), unless our voting
securities outstanding immediately prior to the merger
or consolidation continue to represent (either by
remaining outstanding or by being converted into voting
securities of the surviving entity) more than 66 2/3%
of the combined voting power of securities of the
surviving entity outstanding immediately after the
merger or consolidation;
A plan of complete liquidation or an agreement for the
sale or disposition of all or substantially all of our
assets is consummated; or
During any period of 2 consecutive years (not
including any period prior to the execution of the
agreement), Continuing Directors (as defined below)
cease for any reason to constitute at least a
majority of our Board. Continuing Directors means (i)
individuals who were members of the Board at the
beginning of the 2-year period referred to above and
(ii) any individuals elected to the Board, after the
beginning of the 2-year period referred to above, by
a vote of at least 2/3 of the directors then still in
office who either were directors at the beginning of
the period or whose election or nomination for
election was previously approved in accordance with
this provision. However, an individual who is elected
to the Board after the beginning of the 2-year period
referred to above will not be considered to be a
Continuing Director if the individual was designated
by a person who has entered into an agreement with us
to effect a transaction that otherwise meets the
definition of a change in control.
A person typically is considered to be the “beneficial
owner” of securities if the person has or shares the voting
power associated with those securities.

About Libbey Inc.> (NYSEMKT:LBY)
Libbey Inc. is a manufacturer and marketer of glass tableware products. The Company’s segments include U.S. & Canada; Latin America; Europe, the Middle East and Africa (EMEA), and Other. The U.S. & Canada segment includes the sales of manufactured and sourced glass tableware and sourced ceramic dinnerware, metal tableware, hollowware and serveware having an end market destination in the United States and Canada. The Latin America segment includes primarily the sales of manufactured and sourced glass tableware having an end market destination in Latin America, including glass products for original equipment manufacturers (OEMs) that have an end market destination outside of Latin America. The EMEA segment includes primarily the sales of manufactured and sourced glass tableware having an end market destination in EMEA. The Other segment includes primarily the sales of manufactured and sourced glass tableware having an end market destination in Asia Pacific. Libbey Inc.> (NYSEMKT:LBY) Recent Trading Information
Libbey Inc.> (NYSEMKT:LBY) closed its last trading session 00.00 at 13.69 with 72,313 shares trading hands.

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