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•	elect three directors, each for a term of three years;

•	vote, on an advisory and non-binding basis, to approve the pay of our named executives;

•	vote to approve the Libbey Inc. 2016 Omnibus Incentive Plan;

•	vote to ratify the appointment of Deloitte & Touche LLP as Libbey’s independent auditors for our fiscal year ending December 31, 2016; and

•	transact such other business as properly may come before the meeting.

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•	2015 net sales were $822.3 million, a decrease of 3.5% year-over-year, or an increase of 1.7% excluding currency fluctuation

•	2015 adjusted EBITDA margin (calculated as shown in Appendix A) was 14.1%, down from 14.5% in 2014

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•	Our stock price decreased from $31.44 on December 31, 2014 to $21.32 on December 31, 2015, reflecting annual total shareholder return (TSR) of (31)%, as shown in the chart below.

•

With respect to our 2015 Senior Management Incentive Plan, we did not achieve the threshold levels of adjusted EBIT or working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales, nor did we achieve the target level of revenue growth (net sales). We also fell short of target with respect to both performance components of our 2013 LTIP: adjusted EBITDA margin and net debt to adjusted EBITDA ratio. Adjusted EBIT, working capital as a percentage of net sales, adjusted EBITDA and net debt are calculated as shown in Appendix A.

•	Foodservice sales grew 5.8% year-over-year, or 8.0% when excluding the impact of currency, and we have achieved eleven consecutive quarters of volume growth in the foodservice channel;

•	We returned over 50% of our free cash flow to our shareholders.

◦	Through our 10b5-1 share repurchase plan adopted in December 2014, we repurchased 412,473 shares in the open market for $15.3 million; and

◦	We reinstated a quarterly dividend of $0.11 per share, which we recently increased by 5%. This increase will result in total annual dividends of $0.46 per share, the largest in our history.

•	In January 2015, we announced our Own the Moment multi-year strategy, which guides us to become a faster moving, customer-focused company, aiming to grow with improved margins and greater free cash flow;

•	We unveiled new glassware being manufactured at our Shreveport, Louisiana, facility under the Libbey Signature™ and Masters Reserve® brand names. This new collection, examples of which are shown on the cover of this proxy statement, uses our proprietary ClearFire™ glass formula, which represents the culmination of over two years of

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•	We invested in recruiting strong talent in a number of critical roles throughout the organization, adding and augmenting capabilities in sales, marketing, supply chain and operations.

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•	sending us a proxy card dated later than your last vote;

•	notifying the Secretary of Libbey in writing; or

•	voting at the meeting.

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•	The number and type of awards that actually are granted under the 2016 Omnibus Plan;

•	To the extent that awards of performance shares or performance units are granted in the future, the number of performance shares or performance units that actually are earned or paid out; and

•	The extent to which the Company conducts share buybacks, which mitigate equity dilution.

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◦	the exercise price (which cannot be less than fair market value),

◦	whether it is a non-qualified or incentive stock option,

◦	the terms and conditions for exercise of the option; and

◦	the duration of the option, although, except for nonqualified options granted to Participants who are not U.S. residents, no option will be exercisable more than 10 years after the date of grant.

◦	by cash or cash equivalents,

◦	by shares previously owned by the participant valued at fair market value on the date of exercise,

◦	by a broker-assisted cashless exercise procedure,

◦	by a combination of any of the above methods, or

◦	by any other method approved or accepted by the Committee.

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◦	the base price (which cannot be less than fair market value),

◦	the terms and conditions for exercise of the SAR; and

◦	the duration of the SAR, although, except for SARS granted to Participants who are not U.S. residents, no SAR will be exercisable more than 10 years after the date of grant.

◦	Net earnings or net income (before or after taxes);

◦	Earnings per share;

◦	Net sales or revenue growth;

◦	Net operating profit;

◦	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales or revenue);

◦	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment);

◦	Earnings before or after taxes, interest, depreciation and/or amortization;

◦	Gross or operating margins;

◦	Productivity ratios;

◦	Share price (including, but not limited to, growth measures and total shareholder return);

◦	Expense targets;

◦	Cost reductions or savings;

◦	Performance against operating budget goals;

◦	Margins;

◦	Operating efficiency;

◦	Funds from operations;

◦	Market share;

◦	Customer satisfaction;

◦	Working capital targets; and

◦	Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital).

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◦	The number of committees of the Board on which a director serves,

◦	Service as chair of a committee of the Board,

◦	Service as Chair of the Board, and

◦	First election or appointment to the Board.

•	not be deemed to have been delivered under the 2016 Omnibus Plan;

•	be available for future Awards under the 2016 Omnibus Plan; and

•	increase the share reserve by one share for each share that is retained by or returned to the Company.

◦	shares that are withheld from an Award or separately surrendered by the participant in payment of the exercise or purchase price or in payment of taxes relating to the Award; and

◦	shares that are not issued or delivered as a result of the net settlement of an outstanding stock option or SAR.

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(1)

Amendment No. 2 to Schedule 13G filed with the SEC on behalf of RBC Global Asset Management (U.S.) Inc. (‘‘RBC’’), an investment advisor, indicates that, as of December 31, 2015, RBC was the beneficial owner of 2,164,833 common shares, with sole dispositive power as to none of such shares, shared dispositive power as to all of such shares, sole voting power with respect to no common shares and shared voting power with respect to 2,164,833 common shares.

(2)

Schedule 13G filed with the SEC on behalf of FMR LLC ("FMR"), a parent holding company, indicates that, as of December 31, 2015, FMR was the beneficial owner of 1,487,323 common shares, with sole dispositive voting power as to all of such shares, shared dispositive power as to none of such shares, sole voting power with respect to 737,323 common shares and shared voting power with respect to no common shares.

(3)	Amendment No. 1 to Schedule 13G filed with the SEC on behalf of Dimensional Fund Advisors LP ("Dimensional"), an investment advisor, indicates that, as of December 31, 2015, Dimensional was the beneficial owner of 1,224,221 common shares, with sole dispositive power as to all of such shares and sole voting power with respect to 1,178,263 common shares.

•	Pursuant to the applicable deferral election in effect immediately before November 1, 2015, the deferred compensation is to be distributed on a date that may precede the first to occur of the non-management director's death or retirement from the Board; and

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•	In the case of deferred cash compensation, the cash was deemed invested in "phantom stock" or the Libbey common stock fund pursuant to the applicable deferred compensation plan.

•	50% of the net after-tax shares underlying each grant of RSUs made after January 1, 2013 that subsequently vests; and

•	50% of the net after-tax shares underlying NQSOs that are granted after January 1, 2013 and that the executive subsequently exercises.

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(1)	Does not include shares of our common stock that have vested but are deferred under our Executive Deferred Compensation Plan, which we refer to as our EDCP. As of March 11, 2016, each of our named executives, and all executive officers as a group, had the following number of shares of our common stock that are vested but deferred under our EDCP:

(2)	Includes the following number of NQSOs that have been granted to our named executives and all executive officers as a group and that currently are exercisable or will be exercisable on or before May 11, 2016:

(3)	Includes the following number of shares of our common stock that are deferred by non-management directors under our 2009 Director Deferred Compensation Plan, which we refer to as our Director DCP, and that are payable as shares of our common stock:

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(4)	Based on last known information as of date of separation from service. For Mr. Gardner, that date was December 31, 2015. For Ms. Streeter, that date was January 11, 2016.

(5)	Includes 750 shares held by family members of Mr. Howell. Mr. Howell disclaims any beneficial interest in these shares.

(1)

Of these amounts, a total of 6,341 RSUs with four-year vesting were awarded on August 1, 2012; a total of 7,357 RSUs with four-year vesting were awarded on February 11, 2013; a total of 13,067 RSUs with four-year vesting were awarded on February 24, 2014; a total of 6,268 RSUs with four-year vesting were awarded on December 1, 2014; a total of 25,495 RSUs with four-year vesting were awarded on February 16, 2015; a total of 2,500 RSUs with four-year vesting were awarded on June 11, 2015; a total of 43,207 RSUs with four-year vesting were awarded on July 28, 2015; and a total of 131,768 RSUs with four-year vesting were awarded on February 8, 2016. One share of our common stock will be issued for each vested RSU. Dividends do not accrue on RSUs until they vest. For further information, see ‘‘Compensation-Related Matters — Compensation Discussion and Analysis — In what forms does Libbey deliver pay to its executives, and what purposes do the various forms of pay serve?’’ and the Outstanding Equity Awards at Fiscal Year-End table below.

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•	Advise the Chairman and CEO as to an appropriate schedule of Board meetings, seeking to ensure that the non-employee directors can perform their duties responsibly while not interfering with on-going company operations;

•	Approve with the Chairman and CEO the information, agenda and meeting schedules for the Board of Directors' and Board Committee meetings;

•	Advise the Chairman and CEO as to the quality, quantity and timeliness of the information submitted by management that is necessary or appropriate for the non-employee directors to effectively and responsibly perform their duties;

•	Recommend to the Chairman the retention of advisors and consultants to report directly to the Board;

•	Call meetings of the non-employee directors;

•	Develop the agendas for and serve as Chairman of the executive sessions of the Board's non-employee directors;

•	Serve as principal liason between the non-employee directors and the Chairman and CEO on sensitive issues;

•	Recommend to the Nominating and Governance Committee the membership of various Board Committees, as well as the selection of Committee chairperson;

•	Serve as Chairman of the Board when the Chairman is not present;

•	Serve as ex-oficio member of each committee and regularly attend meetings of the various committees; and

•	Lead Independent Director Evaluation of the CEO, including an annual evaluation of his or her interactions with the directors and ability to provide leadership and direction to the full Board.

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(1)	Mr. Foley ceased to be a non-management director on January 12, 2016 when he was appointed as our Chairman and Chief Executive Officer. Accordingly, Mr. Foley no longer serves on any committees.

(2)	Determined by the Board to be qualified as an audit committee financial expert, as defined in SEC regulations.

(3)	Determined by the Board to be financially sophisticated and literate and to have accounting and related financial management expertise, as those qualifications are interpreted by the Board in its business judgment.

(4)	Mr. Howell will not stand for reelection at our 2016 Annual Meeting of shareholders.

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(1)	Audit Fees include fees associated with the annual audit of our internal controls, the annual audit of financial statements, the reviews of our quarterly reports on Form 10-Q and annual report on Form 10-K and statutory audit procedures.

(2)	Audit-related fees include fees for audits of our employee benefit plans, which were performed by Ernst & Young LLP for both years ended December 31, 2014 and 2015.

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(3)	Tax fees are for analysis that was performed in 2015 on new U.S. tangible property regulations and was contracted and started in 2014, prior to the appointment of Deloitte & Touche LLP as our independent registered accounting firm.

•	confirming the independence of our independent auditors;

•	appointing, compensating and retaining our independent auditors;

•	reviewing the scope of the audit services to be provided by our independent auditors, including the adequacy of staffing and compensation;

•	approving non-audit services;

•	overseeing management’s relationship with our independent auditors;

•	overseeing management’s implementation and maintenance of effective systems of internal and disclosure controls;

•	reviewing our internal audit program; and

•	together with the Board and its other standing committees, overseeing our enterprise risk management program.

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•	Foodservice sales grew 5.8% year-over-year, or 8.0% when excluding the impact of currency, and we have achieved eleven consecutive quarters of volume growth in the foodservice channel.

•	We returned over 50% of our free cash flow to our shareholders.

◦	Through our 10b5-1 share repurchase plan adopted in December 2014, we repurchased 412,473 shares in the open market for $15.3 million.

◦	We reinstated a quarterly dividend of $0.11 per share, which we recently increased by 5%. This increase will result in total annual dividends of $0.46 per share, the largest in our history.

•	In January 2015, we announced our Own the Moment multi-year strategy, which guides us to become a faster moving, customer-focused company, aiming to grow with improved margins and greater free cash flow.

•

We unveiled new glassware being manufactured at our Shreveport, Louisiana, facility under the Libbey Signature™ and Masters Reserve® brand names. This new collection, examples of which are shown on the cover of this proxy statement, uses our proprietary ClearFire™ glass formula and represents the culmination of over two years of research and development. We introduced Libbey Signature™ product to U.S. retail end-markets in the third quarter of 2015, and the Masters Reserve® product to U.S. foodservice markets in fourth quarter.

•	We invested in recruiting strong talent in a number of critical roles throughout the organization, adding and augmenting capabilities in sales, marketing, supply chain and operations.

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•	We did not achieve threshold levels of adjusted EBIT or working capital (defined as net inventory plus net accounts receivable less accounts payable) as a percentage of net sales, nor did we achieve the target level of revenue growth (net sales) for the year and, as a result, payouts under our SMIP were only 22.1% of target;

•	Our adjusted EBITDA margin and net debt to adjusted EBITDA ratio for the three-year performance cycle ended December 31, 2015 were less than target, resulting in payouts under our 2013 LTIP of 76.3% of target;

•	NQSOs granted to our named executives in 2015 were underwater as of fiscal year end; and

•	The value to our named executives of the RSUs granted to them in 2015 declined significantly as our stock price declined.

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Competitiveness - Overall, the mix and levels of compensation should be set competitively as compared to appropriate peer companies so that the Company can continue to attract, retain and motivate high performing executives in an environment where companies are increasingly competing for high-caliber talent. Recognizing that the size, manufacturing asset intensity and multi-channel characteristics of Libbey make the identification of appropriate peer companies especially challenging, the general guideline is to target compensation at the median; however, individual positions may have target compensation mix and/or levels established above or below the median levels depending on an evaluation of relevant factors, including experience, performance, time in position, and what is needed to attract the best talent for key positions, particularly when the Company recruits from much larger companies.

•	Pay for Performance - Major components of compensation should be tied to the performance of the Company overall. Base salary and the annual incentive compensation also should be tied to the performance of the individual executive and his or her specific business unit or function.

•

Values - While the Company’s pay for performance philosophy should reward the achievement of financial and strategic objectives, the manner in which results are achieved is also important in assessing base salary adjustments and annual performance bonus payments. Therefore, while not always directly quantifiable, the manner in which the executive achieves results through collaboration and leadership - in keeping with the Company’s set of core values, notably teamwork, performance, continuous improvement, respect, development, and customer focus - are key considerations in the individual performance review process.

•	Judgment - In assessing the executive’s contributions to the Company’s performance, the Committee looks to results-oriented measures of performance, but also considers the long-term impact of an executive’s decisions. The CEO and Committee use their judgment and experience to evaluate whether an executive’s actions were aligned with the Company’s values and cultural elements.

•	Accountability for Short- and Long-Term Performance - Annual and long-term incentives should reward an appropriate balance of short-and long-term financial and strategic business results, with an emphasis on managing the business for the long term. Such incentives should have a clear, direct and balanced linkage to the Company’s financial and strategic objectives.

•	Alignment to Shareholders’ Interests - Long-term incentives should align the interests of individual executives with the long-term interests of the Company’s shareholders.

•	Simplicity - The Company strives to the extent practicable to make its executive compensation programs straightforward, simple to understand, and easy to administer and evaluate for competitiveness and appropriateness.

•	Reasonableness - Indirect executive compensation programs are designed to be reasonable and appropriate, with executive perquisites being applied conservatively but judiciously.

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(1)

Excludes the following special awards: award of 12,000 RSUs made to Mr. Miñarro in March 2015 in connection with his promotion to Vice President, General Manager, U.S. and Canada; award of 2,500 RSUs made to Mr. Gardner in June 2015 in recognition of his contributions to, and potential to positively impact execution of, our Own the Moment strategy; and "sign-on" award of 35,000 RSUs to Mr. White in August 2015 intended to replace awards he forfeited when he left his previous employer to join us.

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•	Increases to Ms. Buck's base salary and target long-term incentive opportunity;

•	An increase to Ms. Streeter's target long-term incentive opportunity;

•	Increases to Mr. Miñarro's base salary and short-term incentive opportunity, both of which would be effective upon his promotion on April 1, 2015; and

•	With respect to the remaining named executives other than Mr. White (who joined us in July 2015), only modest adjustments to base salaries.

•	In February of each year, the Compensation Committee typically makes awards of RSUs and NQSOs to our senior leadership team under our long-term incentive compensation program. In February 2015, the

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•

The Compensation Committee occasionally makes "sign-on" awards of RSUs and NQSOs to newly-hired executives and other key employees. Typically, the number of RSUs and/or NQSOs awarded are determined by dividing the dollar value intended to be awarded by (a) in the case of RSUs, the average closing price of our common stock over a period of 20 consecutive trading days ending on the grant date, and (b) in the case of NQSOs, the Black-Scholes value (calculated using the average closing price of Libbey Inc. common stock over a period of 20 consecutive trading days ending on the grant date, and capping volatility at 50%) of the NQSOs on the grant date. Occasionally, the "sign-on" awards include the award of a fixed number of RSUs or NQSOs intended to make the executive whole for equity awards that the executive forfeits when leaving his or her prior employment.

•	The Compensation Committee has delegated authority to the Chief Executive Officer to make limited grants of NQSOs, RSUs and stock appreciation rights (SARs) to senior managers and other employees who are not executive officers or direct reports to the Chief Executive Officer. The Chief Executive Officer’s authority to make these grants was subject to the following limitations and conditions:

◦	The maximum number of shares underlying RSUs, NQSOs and/or SARs that may be awarded in any calendar year to any recipient pursuant to this authority is 10,000;

◦	The exercise price of any NQSOs and/or SARs awarded pursuant to this authority may not be less than the closing price of the Company's common stock on the grant date;

◦	RSUs, NQSOs and/or SARs awarded pursuant to this authority may vest no more rapidly than ratably on the first, second and third anniversaries of the grant date;

◦	No grants may be awarded pursuant to this authority during "quiet periods";

◦	The Chief Executive Officer is required to report periodically (at least quarterly) to the Compensation Committee regarding the nature and scope of awards made pursuant to this authority; and

◦	The agreements pursuant to which RSUs, NQSOs, and/or SARs are granted to individuals pursuant to the this authority will be in substantially the same form approved by the Committee from time to time.

•	we are required, as a result of misconduct, to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws; and

•	the individual knowingly engaged, or was grossly negligent in engaging, in the misconduct, or knowingly failed, or was grossly negligent in failing, to prevent the misconduct or is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002.

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•	Revenue growth is a key component of our Own the Moment strategy;

•	Growth in adjusted EBIT also is critical to our success, because it measures improvement in profitability; and

•	In order to ensure that we have adequate free cash flow to pay down debt and fund our operations and growth, we must manage our working capital efficiently. Accordingly, the Committee selected working capital as a percentage of net sales as a measure of working capital efficiency. We define working capital as net inventory plus net accounts receivable less accounts payable.

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•	A performance component under our 2013 LTIP and our 2014 LTIP (for the 2013-2015 performance cycle and the 2014-2016 performance cycle, respectively) that provides for cash awards based on our performance, over the three-year performance cycle, against the following performance measures:

◦	A profitability measure - namely, the extent to which we achieve our targeted adjusted EBITDA margin over the performance cycle; and

◦	A financial leverage measure - namely, the extent to which we achieve our targeted net debt to adjusted EBITDA ratio over the performance cycle.

•

A performance component under our 2015 LTIP (for the 2015-2017 performance cycle) that provides for cash awards if and to the extent we achieve, over the three-year performance cycle, our targeted return on invested capital (ROIC). Because of ROIC's relationship to total shareholder return, using ROIC as a performance measure emphasizes our philosophy that compensation should be aligned with the long-term interests of our shareholders.

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•	are parties to change in control agreements, the forms of which are substantially similar to each other, that provide for payments under the circumstances described below in the event of a termination of employment in connection with a change in control; and

•	are covered by our Executive Severance Compensation Policy, which provides for certain separation benefits in the event of termination of employment without cause in the absence of a change in control.

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(1)	Includes base salary through date of termination, any amounts to which the executive is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended prior to the date of termination.

(1)	Includes base salary through date of termination, any amounts to which the executive is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended on or before the date of termination.

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(1)

Cause means (a) willful and continuous failure to substantially perform duties; (b) willful and continuous failure to substantially follow and comply with directives of the Board; (c) commission of an act of fraud or dishonesty that results in a material adverse effect on us or commission of an act in material violation of our Code of Business Ethics and Conduct; or (d) willful, illegal conduct or gross misconduct that is materially and demonstrably injurious to us.

(2)

Good reason means (a) we materially diminish the executive’s authority, duties or responsibilities, including removing Ms. Streeter from the CEO position and/or causing her to cease reporting directly to the Board; (b) we reduce the executive’s base salary; (c) we reduce the executive’s incentive compensation opportunity by a percentage greater than that applicable to the other executive officers; (d) we reduce or eliminate an executive benefit or an employee benefit and we do not apply the reduction to all other officers in the same or similar manner; (e) Ms. Streeter fails to be elected as a member of the Board; and (f) we materially breach the agreement and fail to remedy the breach within 30 days after our receipt from Ms. Streeter of written notice of breach.

(3)	Includes base salary through date of termination, any amounts to which Ms. Streeter is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended prior to the date of termination.

(4)	Amounts paid under our SMIP and the cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.

(5)	Change in control generally means 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 our securities representing 30% or more of the combined voting power of our then-outstanding securities;

•	The consummation of a merger or consolidation pursuant 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

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•	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 two 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 two-year period referred to above and (ii) any individuals elected to the Board, after the beginning of the two-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 two-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

(6)	To the extent Internal Revenue Code Section 409A imposes a six-month delay on issuance of the shares underlying RSUs with respect to which vesting is accelerated, the shares are delivered to Ms. Streeter on the first day of the seventh month after her employment is terminated.

(7)

If we terminate Ms. Streeter's employment without cause or she terminates her employment for good reason and the termination is not in connection with a change in control, then, generally speaking, the cash payments will be made in the form of salary continuation in accordance with our normal payroll practices. To the extent Internal Revenue Code Section 409A imposes a six-month delay on payment, the first installment will be made on the first day of the seventh month after termination and will represent payment for the first six months of severance, and the remaining payments will begin on the first payroll date in the seventh month.

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(1)

Cause means (a) willful and continuous failure to substantially perform duties; (b) willful and continuous failure to substantially follow and comply with directives of the Board; (c) commission of an act of fraud or dishonesty that results in harm to us or failure to comply with a material policy, including our Code of Business Ethics and Conduct; (d) material breach of a material obligation to us; (e) commission of illegal conduct or gross misconduct that causes harm to us; or (f) conviction of a misdemeanor or felony that is directly related to, or indicates the executive is not suited for, the position the executive occupies with us.

(2)	Includes base salary through date of termination, any amounts to which the executive is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended prior to the date of termination.

(3)	Amounts paid under our SMIP and the cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.

(1)

Good reason means (a) we materially diminish the executive’s authority, duties or responsibilities; (b) we reduce the executive’s base salary and we do not apply the reduction in the same or similar manner to specified other executive officers; (c) we reduce the executive’s incentive compensation opportunity by a percentage greater than that applicable to the other executive officers; (d) we reduce or eliminate an executive benefit or an employee benefit and we do not apply the reduction to all other officers in the same or similar manner; (e) we materially breach the agreement and fail to remedy the breach within 60 days after our receipt from the executive of written notice of breach; or (f) we exercise our right not to renew the agreement unless we concurrently exercise our right not to renew the agreements of specified other executive officers.

(2)	Includes base salary through date of termination, any amounts to which the executive is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended on or before the date of termination.

(3)	Amounts paid under our SMIP and the cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.

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(1)

Cause means (a) willful and continuous failure to substantially perform duties; (b) willful and continuous failure to substantially follow and comply with directives of the Board; (c) commission of an act of fraud or dishonesty that results in a material adverse effect on us or commission of an act in material violation of our Code of Business Ethics and Conduct; or (d) willful, illegal conduct or gross misconduct that is materially and demonstrably injurious to us.

(2)

Good reason means (a) we materially diminish the executive’s authority, duties or responsibilities; (b) we reduce the executive’s base salary and we do not apply the reduction in the same or similar manner to specified other executive officers; (c) we reduce the executive’s incentive compensation opportunity by a percentage greater than that applicable to the other executive officers; (d) we reduce or eliminate an executive benefit or an employee benefit and we do not apply the reduction to all other officers in the same or similar manner; (e) we materially breach the agreement and fail to remedy the breach within 60 days after our receipt from the executive of written notice of breach; or (f) we exercise our right not to renew the agreement unless we concurrently exercise our right not to renew the agreements of specified other executive officers.

(3)	Change in control generally means 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 our securities representing 30% or more of the combined voting power of our then-outstanding securities;

•

The consummation of a merger or consolidation pursuant 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 two 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 two-year period referred to above and (ii) any individuals elected to the Board, after the beginning of the two-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 two-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.

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(4)	Includes base salary through date of termination, earned but unpaid vacation pay as of the date of termination, any amounts to which the executive is entitled under any retirement savings plan, equity participation plan, medical benefit plan or employment policy and any incentive compensation earned but not yet paid for a performance period ended prior to the date of termination.

(5)	Amounts paid under our SMIP and the cash component of our LTIP will be paid between January 1 and March 15 of the year following the end of the relevant performance cycle.

(6)	To the extent Internal Revenue Code Section 409A imposes a six-month delay on issuance of the shares underlying RSUs with respect to which vesting is accelerated, the shares are delivered to the executive on the first day of the seventh month after the executive’s employment is terminated.

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(1)

In connection with his promotion to Vice President, General Manager, U.S. and Canada, Mr. Miñarro transferred from our Mexican subsidiary to the U.S. payroll on April 1, 2015. The amount for Mr. Miñarro represents base salary paid from January 1 through March 31, 2015, as well as other fixed components of pay that our Mexican subsidiary was required under Mexican law to pay Mr. Miñarro, totaling $111,372. These amounts were paid to Mr. Miñarro in Mexican pesos, and the amount included in this column was translated to U.S. currency using the interbank exchange rate in effect at the time of payment to Mr. Miñarro. The remaining $262,530 represents the base salary paid to Mr. Miñarro after he assumed his executive officer role on April 1, 2015.

(2)

Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to RSUs granted in 2015, 2014 and 2013, respectively. With respect to all awards made in 2015, 2014 and 2013 other than the special retention awards of 115,687 cash-settled RSUs made to Ms. Streeter in February 2014, the awards vest ratably over a four-year period from the date of grant. The special retention award of 115,687 cash-settled RSUs made to Ms. Streeter in February 2014 were scheduled to cliff vest on December 31, 2018, however, all 115,687 cash-settled RSUs vested automatically upon Ms. Streeter's termination of employment on January 11, 2016. When Mr. Gardner's employment terminated on December 31, 2015, vesting was accelerated with respect to all RSUs that otherwise would have vested within one year of his termination date, and all other unvested RSUs were forfeited. For more information, see Footnote 12, ‘‘Employee Stock Benefit Plans,’’ to the consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016. The actual values realized by the respective named executives depend on the number of RSUs that actually vest and the price of our common stock when the RSUs vest or, in the case of Ms. Streeter's cash-settled RSUs, when they are settled in cash.

(3)

Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to NQSOs and cash-settled SARs granted in 2015, 2014 and 2013, respectively. With respect to all awards other than the special retention award of 240,829 cash-settled SARs made to Ms. Streeter in December 2013, the awards vest ratably over a four-year period from the date of grant. The special retention award of 240,829 cash-settled SARs made to Ms. Streeter in December 2013 was scheduled to cliff vest on December 31, 2018, however, all 240,829 cash-settled SARs vested automatically upon Ms. Streeter's termination of employment on January 11, 2016. When Mr. Gardner's employment terminated on December 31, 2015, vesting was accelerated with respect to all NQSOs that otherwise would have vested within one year of his termination date, and all other unvested NQSOs were forfeited. For more information, see Footnote 12, ‘‘Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016. The actual values received by the respective named executives depend on the number of NQSOs and cash-settled SARs that actually vest, the number of shares with respect to which NQSOs and cash-settled SARs are exercised and the price of our common stock on the date on which the NQSOs and/or cash-settled SARs are exercised.

(4)

Represents (a) amounts earned by the named executives in 2015, 2014 and 2013 under our SMIP and (b) for 2015, 2014 and 2013, amounts earned by the named executives under the cash component of our 2013 LTIP, 2012 LTIP and 2011 LTIP, respectively. The awards under our SMIP were paid in March of 2016, 2015 and 2014, respectively, and the awards under the cash component of our 2013 LTIP, 2012 LTIP and 2011 LTIP were paid in March of 2016, February of 2015 and February of 2014, respectively.

(5)

Includes the following: (a) annual company matching contributions to our 401(k) savings plan (a broad-based plan open to all U.S. salaried employees); (b) annual company matching contributions to our EDCP; (c) the cost that we paid for tax return preparation and financial planning for the respective named executives; (d) our incremental cost for ground transportation for personal and business trips from the Toledo, Ohio, area to the Detroit / Wayne County Metropolitan airport, and, for Mr. Miñarro, the cost incurred for a driver to provide ground transportation to Mr. Miñarro while traveling in the Monterrey, Mexico vicinity for the period January 1, 2015 through March 31, 2015, during which Mr. Miñarro was employed by our Mexican subsidiary; (e) for Ms. Buck and Ms. Streeter in 2015, 2014 and 2013, and for Mr. Gardner

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(a)	Includes (i) a $50,000 cash payment in lieu of reimbursement for relocation expenses and (ii) for September through December 2015, a $1,000 per month relocation supplement to offset costs associated with personal travel in connection with Mr. Miñarro's relocation to the U.S.

(b)

Includes (i) for personal trips, the entire cost that we incurred for such transportation and (ii) for business trips, the amount in excess of the amount to which the respective named executives would have been entitled as reimbursement for mileage and parking under our travel policy applicable to all employees. For Mr. Miñarro, also includes 15% of the cost incurred for the driver in Mexico who provided the transportation, since the driver transported customers and suppliers and other employees during the remainder of his time.

(6)	Ms. Streeter's employment ended effective January 11, 2016.

(7)	Mr. Gardner joined us as Vice President, Chief Commercial Officer on September 1, 2014. Mr. Gardner's employment ended effective December 31, 2015.

(8)	Mr. Miñarro was named Vice President, General Manager, U.S. and Canada, on April 1, 2015. He previously served as Vice President, General Manager, Latin America.

(9)	Mr. White joined us on July 13, 2015 as Vice President, Chief Operating Officer.

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(1)

For Non-Equity Incentive Plan Awards, the Award Date and the Grant Date for awards made under the 2015 SMIP for all named executives other than Mr. White are the date on which the Compensation Committee approved the 2015 SMIP. The Award Date and the Grant Date for awards made under the cash component of the 2015 LTIP to all named executives other than Mr. White are the date on which the Compensation Committee approved the cash component of our 2015 LTIP. For All Other Stock Awards and All Other Option Awards to named executives other than Mr. White, the Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs, as the case may be, awarded. The number of NQSOs and RSUs awarded to the named executives in February 2015 under our 2015 LTIP was determined by dividing the target dollar value of the applicable component of equity to be awarded by (a) in the case of NQSOs, the Black-Scholes value of the options, determined using the average closing price of Libbey common stock over a period of 20 consecutive trading days ending on the grant date and capping the volatility at 50%, or (b) in the case of RSUs, the average closing price of Libbey common stock over the 20 consecutive trading-day period ending March 2, 2015. For Mr. White, the Award Date for all of his awards is the date on which the Compensation Committee approved the award, and the Grant Date for All Other Stock Awards and All Other Option Awards is August 3, 2015, the first business day after we released our results of operations for our second quarter of the 2015 fiscal year. We inform grant recipients of their awards after we determine the number of RSUs and/or NQSOs to be granted. For

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(2)	Represents the range of possible cash awards under (a) our SMIP for performance during 2015 and (b) the cash component of our 2015 LTIP.

(a)	Under our SMIP, each named executive is eligible for an annual incentive award in an amount up to 225% of the executive officer’s target award, which in turn is a percentage of the executive’s anticipated full-year base salary, as set forth in the following table:

(b)

Under the cash component of our 2015 LTIP, each named executive is eligible for a cash award in an amount up to 200% of the named executive’s target award. Each named executive’s target award under the cash component is 40% of the named executive’s target award under all components of the relevant LTIP. The target awards for Ms. Streeter, Ms. Buck and Mr. Gardner are based on their respective annualized base salaries as of January 1, 2015. The target award for Mr. Miñarro is based on his annualized base salary as of April 1, 2015, the date on which he became Vice President, General Manager, U.S. and Canada. Mr. White's target award is based on his annualized base salary as of July 13, 2015, the day he joined us as Vice President, Chief Operating Officer. Each named executive’s target award under all components of the 2015 LTIP is set forth in the following table:

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(3)

Represents grants of RSUs made pursuant to our 2015 LTIP and the following special grants: (a) 2,500 RSUs issued to Mr. Gardner in June 2015 in recognition of his contributions to, and potential to positively impact execution of, our Own the Moment strategy; (b) 12,000 RSUs issued to Mr. Miñarro in March 2015 in connection with his promotion to Vice President, General Manager, U.S. and Canada; and (c) 35,000 "new hire" RSUs issued to Mr. White in August 2015 to replace awards that Mr. White forfeited when he left his previous employer to join us. The grants made pursuant to our 2015 LTIP to all named executives except for Mr. White, and the special award made to Mr. Miñarro, vest 25% per year beginning on February 17, 2016. All grants made to Mr. White vest 25% per year beginning on July 13, 2016. The special award to Mr. Gardner vests 25% per year beginning on June 12, 2016.

(4)	Represents grants of NQSOs made pursuant to our 2015 LTIP. For all named executives other than Mr. White, the grants vest 25% per year beginning on February 17, 2016. For Mr. White, the grant vests 25% per year beginning on July 13, 2016.

(5)	Represents the respective grant date fair values, determined in accordance with FASB ASC Topic 718, of the RSUs and NQSOs.

•	NQSOs granted under our Omnibus Plan and predecessor plans;

•	RSUs granted under our Omnibus Plan; and

•	Cash-settled SARs and RSUs granted under our Omnibus Plan.

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(1)	The Award Date is the date on which the Compensation Committee took action, and the Grant Date is the date on which we determined the number of NQSOs or RSUs, as the case may be, awarded.

(2)

See ‘‘Compensation Discussion and Analysis — How does Libbey determine the forms and amounts of executive pay? — Our Equity Grant Practices’’ for information as to how we determine the number of NQSOs and RSUs awarded to our named executives. We inform grant recipients of their awards after we have determined the number of NQSOs and/or RSUs to be granted to them. For awards made in February 2015, the grant date was the first business day after we announced our results of operations for the 2014 fiscal year.

(3)	Represents RSUs awarded pursuant to our Omnibus Plan. One share of our common stock underlies each RSU.

(4)	Represents the market value, as of December 31, 2015, of unvested RSUs. We have estimated the market value by multiplying the number of shares of common stock underlying the RSUs by $21.32, the closing price of our common stock on December 31, 2015, the last trading day of 2015.

(5)	For a description of the treatment of Ms. Streeter's outstanding equity awards in connection with her termination of employment on January 11, 2016, see footnote (3) to the "Potential Payments Upon Termination or Change in Control" table below.

(6)

Pursuant to the terms of the applicable NQSO and RSU award agreements, upon termination of Mr. Gardner's employment on December 31, 2015, vesting was accelerated as to all NQSOs and RSUs that otherwise would have vested within one year of his termination date. All other unvested NQSOs and RSUs were forfeited. For additional information, see footnote (6) to the "Potential Payments Upon Termination or Change in Control" table below.

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(1)	Represents the number of RSUs that vested during 2015.

(2)

Represents the value of RSUs vested during 2015. For RSUs that vested during 2015, the value was determined by multiplying the number of shares by the closing price of our common stock on the applicable vesting dates ($36.31 for RSUs vesting on February 17, 2015; $36.81 for RSUs vesting on February 22, 2015; $36.39 for RSUs vesting on February 24, 2015; $41.33 for RSUs vesting on June 30, 2015; $37.21 for RSUs vesting on August 1, 2015; $33.95 for RSUs vesting on September 1, 2015; and $21.32 for RSUs vesting on December 31, 2015).

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(1)	The following amounts are included in the column headed ‘‘All Other Compensation’’ in the Summary Compensation Table above: Ms. Streeter — $29,934; Ms. Buck — $10,688; Mr. Gardner — $6,052; Mr. White — $10,500.

(2)	Not included in the Summary Compensation Table because earnings are not at an above-market rate.

(3)	Of the total amounts shown in this column, the following amounts have been reported as ‘‘Salary’’ or ‘‘Stock Awards’’ in the Summary Compensation Table in this proxy statement for the 2015, 2014 and/or 2013 fiscal years:

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•	We have assumed that the employment of the respective named executives was terminated on December 31, 2015 under the various scenarios described in the table.

•	For purposes of illustrating the amounts payable on or in connection with a change in control of Libbey, we have assumed that a change in control occurred on December 31, 2015, and we have assumed that the employment of the respective named executives was terminated concurrently with the change in control.

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(1)

Represents potential payments pursuant to equity award agreements (including award agreements for cash-settled retention RSUs and cash-settled retention SARs), performance cash award agreements and (a) in the case of the named executives other than Ms. Streeter, our Executive Severance Compensation Policy or their respective change in control agreements, as applicable, and (b) in the case of Ms. Streeter, her employment agreement.

(2)	Represents the sum of:

(a)	under the column headed ‘‘Annual Incentive for Year of Termination,’’ in the case of Ms. Streeter, a target award under our 2015 SMIP, and in the case of the other named executives, the amount actually earned under our 2015 SMIP;

(b)	under the column headed ‘‘LTIP Cash,’’ a target award (unprorated because the performance cycle was complete as of December 31, 2015) under the cash component of our 2013 LTIP (for the 2013 – 2015 performance cycle) and prorated target awards under the cash component of our 2014 LTIP (for the 2014 – 2016 performance cycle) and our 2015 LTIP (for the 2015 – 2017 performance cycle); and

(c)

under the column headed ‘‘Acceleration of Unvested Equity Awards,’’ the sum of (i) the estimated value, as of December 31, 2015, of common stock underlying a pro rata portion of RSUs that were granted prior to January 1, 2013 and were not vested on December 31, 2015, (ii) the estimated value, as of December 31, 2015, of common stock underlying all RSUs (including, as to Ms. Streeter, cash-settled RSUs) that were granted in 2013, 2014 and 2015 and were not vested on December 31, 2015, (iii) the in-the-money/ intrinsic value, as of December 31, 2015, of a pro rata portion of the NQSOs that were granted prior to January 1, 2013 and were not vested on December 31, 2015, and (iv) the in-the-money/ intrinsic value, as of December 31, 2015, of all NQSOs and, as to Ms. Streeter, cash-settled SARs, that were granted in 2013, 2014 and 2015 and were not vested on December 31, 2015. With respect to Ms. Buck and Mr. Minarro, we have assumed that the Compensation Committee would exercise its discretion to accelerate all RSUs and NQSOs that were granted in 2012 and not vested as of December 31, 2015.

(3)	Represents the sum of:

(a)	under the column headed ‘‘Cash Severance,’’ the sum of 24 months of salary continuation and two times the target award under our 2015 SMIP;

(b)	under the column headed ‘‘Annual Incentive for Year of Termination,’’ the amount actually earned under our 2015 SMIP;

(c)	under the column headed ‘‘LTIP Cash,’’ the sum of the amount actually earned under the performance component of our 2013 LTIP (for the 2013 – 2015 performance cycle) and an estimate of the prorated amount that actually would be earned under the cash component of each of our 2014 LTIP (for the 2014 – 2016 performance cycle) and our 2015 LTIP (for the 2015 – 2017 performance cycle);

(d)

under the column headed ‘‘Acceleration of Unvested Equity Awards,’’ the sum of (i) the estimated value, as of December 31, 2015, of common stock underlying RSUs scheduled to vest on or before June 30, 2016, (ii) the in-the-money / intrinsic value, as of December 31, 2015, of NQSOs scheduled to vest on or before June 30, 2016, (iii) the estimated value, as of December 31, 2015, of common stock underlying the cash-settled retention RSUs granted to Ms. Streeter, and (iv) the in-the-money / intrinsic value, as of December 31, 2015, of the cash-settled SARs granted to Ms. Streeter; and

(e)	under the column headed ‘‘Misc. Benefits,’’ the sum of the maximum cost ($75,000) to be incurred by Libbey to provide executive level outplacement services for two years following termination and the estimated cost (net of contributions by Ms. Streeter at the active employee rate) to provide medical, dental, prescription drug and life insurance coverage for 18 months following termination.

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(4)	Represents the sum of:

(a)	under the column headed ‘‘Cash Severance,’’ two and one-half times Ms. Streeter's annual base salary and two and one-half times her target award under our 2015 SMIP;

(b)	under the column headed ‘‘Annual Incentive for Year of Termination,’’ the amount actually earned under our 2015 SMIP;

(c)	under the column headed ‘‘LTIP Cash,’’ the sum of the amount actually earned under the performance component of our 2013 LTIP (for the 2013 – 2015 performance cycle) and unprorated, estimated actual awards under the cash component of each of our 2014 LTIP (for the 2014 – 2016 performance cycle) and our 2015 LTIP (for the 2015 – 2017 performance cycle);

(d)	under the column headed ‘‘Acceleration of Unvested Equity Awards,’’ the estimated value, as of December 31, 2015, of common stock underlying RSUs (including cash-settled retention RSUs) not yet vested as of that date and the in-the-money / intrinsic value, as of December 31, 2015, of NQSOs and/or cash-settled retention SARs, as the case may be, that were not yet vested as of that date;

(e)	under the column headed ‘‘Misc. Benefits,’’ the sum of the maximum cost ($75,000) to be incurred by Libbey to provide executive level outplacement services for two years following termination and the estimated cost (net of contributions by Ms. Streeter at the active employee rate) to provide medical, dental, prescription drug and life insurance coverage for 18 months following termination.

(5)

Under the column headed ‘‘LTIP Cash,’’ represents prorated actual awards under the performance cash component of our 2013 LTIP (for the 2013 – 2015 performance cycle), 2014 LTIP (for the 2014 – 2016 performance cycle) and 2015 LTIP (for the 2015 – 2017 performance cycle). We have estimated the payout under the cash component of our 2014 LTIP (for the 2014 – 2016 performance cycle) assuming achievement at 79% of target performance. We have estimated the payout under the cash component of our 2015 LTIP (for the 2015 – 2017 performance cycle) assuming achievement of 67% of target performance. We have prorated the amounts through the assumed date of termination. The prorated amounts actually earned under the cash component of our 2014 LTIP and 2015 LTIP would be paid between January 1 and March 15 of the calendar year following conclusion of the applicable performance cycle.

(6)	Represents the sum of:

(a)	under the column headed ‘‘Cash Severance,’’ salary continuation for 12 months and a lump sum payment in an amount equal to the named executive's target annual incentive compensation, based on the annual base salary and target opportunity percentage in effect on the date of termination;

(b)	under the column headed ‘‘Annual Incentive for Year of Termination,’’ the amount actually earned under our 2015 SMIP;

(c)

under the column headed ‘‘LTIP Cash,’’ prorated actual awards under the performance cash component of our 2013 LTIP (for the 2013 – 2015 performance cycle), 2014 LTIP (for the 2014 – 2016 performance cycle) and 2015 LTIP (for the 2015 – 2017 performance cycle). We have estimated the payout under the cash component of our 2014 LTIP (for the 2014 – 2016 performance cycle) assuming achievement at 79% of target performance. We have estimated the payout under the cash component of our 2015 LTIP (for the 2015 – 2017 performance cycle) assuming achievement of 67% of target performance. We have prorated the amounts through the assumed date of termination. The prorated amounts actually earned under the cash component of our 2014 LTIP and 2015 LTIP would be paid between January 1 and March 15 of the calendar year following conclusion of the applicable performance cycle;

(d)

under the column headed "Acceleration of Unvested Equity Awards," the sum of (i) the estimated value, as of December 31, 2015, of common stock underlying a pro rata portion of RSUs that were granted prior to January 1, 2013 and were not vested on December 31, 2015; (ii) the estimated value, as of December 31, 2015, of common stock underlying RSUs that were granted in 2013, 2014 and 2015, were not yet vested as of December 31, 2015, and were scheduled to vest by December 31, 2016; (iii) the in-the-money / intrinsic value, as of December 31, 2015, of a pro rata portion of the NQSOs that were granted prior to January 1, 2013 and were not vested on December 31, 2015; and (iv) the in-the-money / intrinsic value, as of December 31, 2015, of NQSOs that were granted in 2013, 2014 and 2015, were not yet vested as of December 31, 2015, and were scheduled to vest by December 31, 2016; and

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(e)	under the column headed ‘‘Misc. Benefits,’’ the sum of (i) the estimated cost (net of contributions by the named executive, at the active employee rate) of continued medical, dental, prescription drug and life insurance coverage for a period of 12 months following termination, and (ii) executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

(7)	Represents the sum of:

(a)	under the column headed ‘‘Cash Severance,’’ the sum of two times the named executive's annual base salary and two times the named executive’s target award under our 2015 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under the column headed ‘‘Annual Incentive for Year of Termination,’’ the amount actually earned under our 2015 SMIP;

(c)	under the column headed ‘‘LTIP Cash,’’ the sum of the amount actually earned under the performance component of our 2013 LTIP (for the 2013 – 2015 performance cycle) and an estimate (without proration)of the amount the named executive would earn under the cash component of each of our 2014 LTIP (for the 2014 – 2016 performance cycle) and our 2015 LTIP (for the 2015 – 2017 performance cycle);

(d)	under the column headed ‘‘Acceleration of Unvested Equity Awards,’’ the estimated value, as of December 31, 2015, of common stock underlying RSUs not yet vested as of that date and the in-the-money / intrinsic value, as of December 31, 2015, of NQSOs not yet vested as of that date; and

(e)

under the column headed ‘‘Misc. Benefits,’’ the sum of (i) the maximum cost (15% of base salary) to be incurred by Libbey to provide executive level outplacement services for two years after termination; (ii) the estimated cost (net of contributions by the named executive at the active employee rate) of continued medical, dental, prescription drug and life insurance coverage for 18 months following termination; and (iii) and the maximum cost ($10,000) to provide financial planning services to the named executive.

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(1)	Includes pay deferred into the Libbey common stock measurement fund pursuant to the Director DCP.

(2)	Represents the grant date fair value, determined in accordance with FASB ASC Topic 718, of awards of stock made to non-management directors on May 12, 2015. On that date, we awarded certain non-management directors stock having a grant date fair value of $40.66 per share. Mr. Howell elected to defer receipt of a portion of the stock pursuant to the Director DCP.

(3)

We do not maintain a pension plan for our non-management directors. We do not guarantee any particular rate of return on any pay deferred pursuant to our deferred compensation plans. Dividends on pay deferred into the Libbey Inc. phantom stock or measurement fund under our deferred compensation plans for non-management directors accrue only if and to the extent payable to holders of our common stock. Pay deferred into interest-bearing accounts under our deferred compensation plans for non-management directors does not earn an above-market return, as the applicable interest rate is the yield on ten-year treasuries. Pay deferred into other measurement funds under our deferred compensation plans for non-management directors does not earn an above-market return as that pay earns a return only if and to the extent that the net asset value of the measurement fund into which the pay is deemed invested actually increases.

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2.1

“Affiliate” means any corporation or other entity (including, but not limited to, a partnership or a limited liability company) that is affiliated with the Company through stock or equity ownership, or otherwise, and is designated as an Affiliate for purposes of this Plan by the Committee. For purposes of granting Options or Stock Appreciation Rights, an entity may not be considered an Affiliate if it results in noncompliance with Code Section 409A.

2.2	“Annual Award Limit” or “Annual Award Limits” has the meaning set forth in Section 4.3.

2.3	“Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards, in each case subject to the terms of this Plan.

2.4

“Award Agreement” or “Agreement” means either (i) a written agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan or (ii) a written statement issued by the Company to a Participant describing the terms and provisions of the Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, internet or other non-paper Award Agreements and the use of electronic, internet or other non-paper means for the acceptance of the Award Agreements and actions under them by a Participant.

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2.5	“Beneficial Owner” or “Beneficial Ownership” has the meaning ascribed to that term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

2.6	“Board” or “Board of Directors” means the Board of Directors of the Company.

2.7	“Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 10.

2.8	“Change in Control” means any of the following events:

(a)

Any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company’s then-outstanding securities. For purposes of this Plan, the term “Person” is used as that term is used in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that the term shall not include (i) the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or (ii) any corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, and provided further that this subsection (a) shall not apply to any Person who is the Beneficial Owner, directly or indirectly, of securities of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then-outstanding securities as of the Effective Date of this Plan if and for so long as that Person does not beneficially own, or increase its beneficial ownership to, twenty-five percent (25%) or more of the combined voting power of the Company’s then-outstanding securities;

(b)	During any period of two (2) consecutive years beginning after the Effective Date of this Plan, Continuing Directors (excluding any Directors designated by a Person who has entered into an agreement with the Company to effect a transaction described in Sections 2.8(a), (c) or (d)) cease for any reason to constitute at least a majority of the Board;

(c)

The consummation of a merger or consolidation of the Company with any other corporation or other entity, unless, after giving effect to the merger or consolidation, the voting securities of the Company 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 sixty-six and two-thirds percent (66 2/3%) of the combined voting power of the voting securities of the Company or the surviving entity outstanding immediately after the merger or consolidation; or

(d)	Consummation of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

2.9	“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references to sections of the Code shall be deemed to include references to any applicable regulations under the Code and any successor or similar provision.

2.10

“Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that otherwise would be the responsibility of the Committee.

2.11	“Company” means Libbey Inc., a Delaware corporation, and any successor thereto as provided in Article 20.

2.12

“Continuing Directors” means individuals who both (a) as of the end of the period in question are Directors of the Company or whose election or nomination for election by the Company’s shareholders has been approved by a vote of at least two-thirds (2/3) of the Directors of the Company then in office and (b) either (i) at the beginning of the period in question or (ii) after the beginning but prior to the end of the period in question were Directors of the Company or whose election or

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2.13

“Covered Employee” means any Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of (i) ninety (90) days after the beginning of the Performance Period or (ii) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for the applicable Performance Period.

2.14	“Director” means any individual who is a member of the Board of Directors of the Company.

2.15	“Dividend Equivalent” means a right to receive the equivalent value (in cash or Shares) of dividends paid on common stock, awarded under Article 14.

2.16	“DRO” means a domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules under such statute.

2.17	“Effective Date” has the meaning set forth in Section 1.1.

2.18	“Employee” means any individual designated as an employee of the Company, its Affiliates and/or its Subsidiaries on the payroll records thereof.

2.19	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.20

“Fair Market Value” or “FMV” means a price that is based on the opening, closing, actual, high, low or average selling prices of a Share reported on the NYSE, NYSE MKT or other established stock exchange (or exchanges) on the applicable date, the preceding trading day, the next preceding trading day, the next succeeding trading day or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the closing price of a Share on the applicable date, or if shares were not traded on the applicable date, then on the preceding trading day. If Shares are not publicly traded at the time a determination of their value is required to be made under this Plan, then the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate, provided that, in the case of Options and Stock Appreciation Rights, the determination shall be made in compliance with Code Section 409A. The definition(s) of FMV shall be specified in each Award Agreement and may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement or payout of an Award.

2.21	“Full Value Award” means an Award other than in the form of an ISO, NQSO or SAR.

2.22	“Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7.

2.23	“Incentive Stock Option” or “ISO” means an Option that is granted under Article 6 to an Employee, that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision.

2.24	“Insider” means an individual who is, on the relevant date, an officer or Director of the Company, or the Beneficial Owner of more than ten percent (10%) of any class of the Company’s equity securities that are registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act.

2.25

“Nominating and Governance Committee” means the Nominating and Governance Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer the pay of Non-employee Directors pursuant to this Plan. The members of the Committee shall be appointed from time to time by, and shall serve at the discretion of, the Board. If the Nominating and Governance Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that otherwise would be the responsibility of the Nominating and Governance Committee.

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2.26	“Non-employee Director” means a Director who is not an Employee.

2.27	“Non-employee Director Award” means any NQSO, SAR or Full Value Award granted, whether singly, in combination, or in tandem, to a Non-employee Director.

2.28	“Nonqualified Stock Option” or “NQSO” means an Option that is not intended to meet the requirements of Code Section 422 or that otherwise does not meet those requirements.

2.29	“NYSE” means the New York Stock Exchange.

2.30	“Option” means an option granted to a Participant to purchase the Company’s Shares, including an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.

2.31	“Option Price” means the price at which a Participant may purchase a Share pursuant to an Option.

2.32	“Other Stock-Based Award” means an equity-based or equity-related Award that is not otherwise described by the terms of this Plan and that is granted pursuant to Article 10.

2.33	“Participant” means any eligible individual, as determined in accordance with Article 5, to whom an Award is granted.

2.34

“Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. However, nothing in this Plan shall be construed to mean that an Award that does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.

2.35	“Performance Measures” means the measures, as described in Article 12, on which the performance goals are based. Performance Measures must be approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.

2.36	“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award.

2.37	“Performance Share” means an Award that is granted pursuant to Article 9, is subject to the terms of this Plan and is denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which the corresponding performance criteria have been achieved.

2.38	“Performance Unit” means an Award that is granted pursuant to Article 9, is subject to the terms of this Plan and is denominated in units, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.

2.39	“Period of Restriction” means the period during which Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture based on the passage of time, the achievement of performance goals or the occurrence of other events as determined by the Committee, in its discretion, as provided in Article 8.

2.40	“Plan” means the Libbey Inc. 2016 Omnibus Incentive Plan.

2.41	“Plan Year” means the calendar year.

2.42	“Replaced Award” means an Award that is granted under this Plan and as to which vesting will be accelerated upon a Change in Control unless the Participant is provided with a Replacement Award.

2.43	“Replacement Award” means an Award that meets the requirements of Section 17.2 and is provided to the Participant to replace a Replaced Award.

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2.44	“Restricted Stock” means an Award granted to a Participant pursuant to Article 8.

2.45	“Restricted Stock Unit” means an Award that is granted to a Participant pursuant to Article 8 but as to which no Shares actually are awarded to the Participant on the date of grant.

2.46	“Share” means a share of common stock of the Company, $.01 par value per share.

2.47	“Special Items” means unanticipated or unusual transactions or events that were not foreseen or were foreseen but not included in the Company’s annual operating plan because the occurrence of the event was substantially uncertain at the time the annual operating plan was submitted to the Board.

2.48	“Stock Appreciation Right” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7.

2.49	“Subsidiary” means any corporation or other entity, whether domestic or foreign, in which the Company directly or indirectly owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock.

2.50

“Substitute Award” means an Award that, in connection with a corporate transaction such as a merger, combination, consolidation or acquisition of property or stock, is granted under this Plan upon the assumption by the Company of, or in substitution by the Company for, an outstanding equity award previously granted by another company or entity to the corporate transaction; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an Award made in connection with the cancellation and repricing of an Option or SAR.

2.51

“Termination of Employment” means the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated for any reason, with or without cause. Termination of Employment includes, but is not limited to, termination by resignation, discharge, death, disability or retirement, but excludes, at the discretion of the Committee, (a) termination where there is a simultaneous reemployment or continuing employment of a Participant by the Company or any Subsidiary, (b) termination that results in temporary severance of the employee-employer relationship, and (c) termination where there is simultaneous establishment of a consulting relationship by the Company or a Subsidiary with a former Employee. The Committee, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, without limitation, the question of whether a Termination of Employment resulted from a discharge for good cause, and all questions of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, with respect to Incentive Stock Options, unless otherwise determined by the Committee in its discretion, a leave of absence, change in status from an Employee to an independent contractor, or other change in the employee-employer relationship shall constitute a Termination of Employment if and to the extent that the leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under that Section of the Code.

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(a)	There is hereby reserved for issuance under the Plan an aggregate of one million two hundred thousand (1,200,000) Shares of Libbey Inc. common stock.

(b)	The maximum number of Shares that may be issued pursuant to ISOs under this Plan shall be one million two hundred thousand (1,200,000) Shares.

(c)	The maximum number of Shares that may be granted to Non-employee Directors collectively in any Plan Year shall be 150,000 Shares, and no Non-employee Director may receive Awards subject to more than 20,000 Shares in any Plan Year.

(d)

Except with respect to a maximum of five percent (5%) of the shares authorized for issuance under this Plan, and subject to Section 3.3 above, any Full Value Awards that vest on the basis of the Participant’s continued employment with or service to the Company shall not provide for vesting that is any more rapid than annual pro rata vesting over a three- (3) year period, with the first vesting date occurring no earlier than the first anniversary of the date on which such Awards are approved, and any Full Value Awards that vest upon the attainment of performance goals shall provide for a performance period of at least twelve (12) months. Subject to Section 3.3 above, Awards of SARs and/or Options that vest on the basis of the Participant’s continued employment with or service to the Company shall not provide for vesting prior to the first anniversary of the date on which such Awards are approved.

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(a)	Options: The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be five hundred thousand (500,000).

(b)	SARs: The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be five hundred thousand (500,000).

(c)	Restricted Stock or Restricted Stock Units: The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one Participant shall be five hundred thousand (500,000) Shares.

(d)	Performance Units or Performance Shares: The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be five hundred thousand (500,000) Shares, or equal to the value of five hundred thousand (500,000) Shares determined as of the date of payout.

(e)	Cash-Based Awards and Other Stock-Based Awards: The maximum aggregate amount awarded or credited with respect to Cash-Based or Other Stock-Based Awards to any one Participant in any one Plan Year may not exceed the value of five million dollars ($5,000,000) or five hundred thousand (500,000) Shares determined as of the date of payout.

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(a)	Net earnings or net income (before or after taxes);

(b)	Earnings per share;

(c)	Net sales or revenue growth;

(d)	Net operating profit;

(e)	Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales or revenue);

(f)	Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity and cash flow return on investment);

(g)	Earnings before or after taxes, interest, depreciation and/or amortization;

(h)	Gross or operating margins;

(i)	Productivity ratios;

(j)	Share price (including, but not limited to, growth measures and total shareholder return);

(k)	Expense targets;

(l)	Cost reductions or savings;

(m)	Performance against operating budget goals;

(n)	Margins;

(o)	Operating efficiency;

(p)	Funds from operations;

(q)	Market share;

(r)	Customer satisfaction;

(s)	Working capital targets; and

(t)	Economic value added or EVA® (net operating profit after tax minus the sum of capital multiplied by the cost of capital).

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(a)	all then-outstanding Options and SARs shall become fully vested and exercisable immediately;

(b)	all other Awards that are not then vested and as to which vesting depends upon only the satisfaction of a service obligation by a Participant to the Company, Subsidiary or Affiliate shall vest in full and be free of restrictions related to the vesting of the Awards; and

(c)

All then-outstanding Performance Units, Performance Shares, Other Cash-Based Awards and Other Stock Based Awards that vest upon the attainment of Performance Measures shall be prorated as of the date of the Change in Control and deemed earned if and to the extent the applicable Performance Measures actually are achieved as of the date of the Change in Control, provided that, if the extent to which the applicable Performance Measures actually are achieved as of the date of the Change in Control cannot reasonably be determined by the Committee, then such Awards shall be prorated as of the date of the Change in Control and deemed earned as if target performance had been achieved as of that date.

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(a)

The Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. These events may include, but shall not be limited to, termination of employment for cause, termination of the Participant’s provision of services to the Company, Affiliate and/or Subsidiary, violation of material Company, Affiliate and/or Subsidiary policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the

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(b)

Notwithstanding any provision in this Plan or any Award agreement to the contrary, Awards will be subject, to the extent applicable, to: (i) the terms and conditions of the Company’s recoupment policy (as previously adopted, and as may be amended and restated from time to time); and (b) the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended (the “Dodd Frank Act”), the Sarbanes-Oxley Act of 2002, as amended, and rules, regulations and binding, published guidance thereunder, and any similar legislation that may be enacted subsequent to the date hereof (including any rules, regulations and binding, published guidance thereunder). Without limiting the generality of the foregoing, the Company may, in its sole discretion, implement any recoupment policies or make any changes to the Company’s existing recoupment policies as the Company deems necessary or advisable in order to company with applicable law or regulatory guidance (including, without limitation, the Dodd-Frank Act).

(a)	Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and

(b)	Completion of any registration or other qualification of the Shares under any applicable national or foreign law or ruling of any governmental body that the Company determines to be necessary or advisable.

(a)	Determine which Affiliates and Subsidiaries shall be covered by this Plan;

(b)	Determine which Employees and/or Directors outside the United States are eligible to participate in this Plan;

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(c)	Modify the terms and conditions of any Award granted to Employees and/or Directors outside the United States to comply with applicable foreign laws;

(d)	Establish subplans and modify exercise procedures and other terms and procedures, to the extent the actions may be necessary or advisable. Any sub-plans and modifications to Plan terms and procedures established under this Section 21.9 by the Committee shall be attached to this Plan document as appendices; and

(e)	Take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals.

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