---

---

---

---

---

---

•	New products, which we define as products introduced within the previous 36 months, contributed $54.1 million in net sales.

•	E-commerce sales were approximately 12.1% of total U.S. and Canada retail sales, representing an increase of 34.1% compared to 2017.

•	We expanded our U.S. foodservice business into the healthcare market with product launches in August and October.

•	We launched the Adulting™ Collection, the Master's Gauge™ flatware collection, as well as melamine, premium plastic and aluminum products for worry-free serving.

•	We achieved strong customer service levels globally, with 90% of orders being delivered on time and in full during the last six months of the year.

•	We began implementation of a new ERP system that we anticipate, when fully implemented, will help us achieve run rate benefits between $15 million and $20 million annually.

•	We developed and implemented a leadership training and assessment program to ensure leaders at every level of the organization are equipped to support achievement of the Company's goals.

•	2018 net sales of $797.9 million reflected an increase of 2.1% from prior year.

•	Net loss was $8.0 million in 2018, compared to a net loss of $93.4 million in 2017. Our results in 2017 were affected by a non-cash goodwill impairment charge of $79.7 million associated with our Mexico reporting unit.

•	Our adjusted EBITDA (calculated as shown in Appendix A) for 2018 was $71.0 million, compared to $70.6 million in 2017.

•	We fell short of target with respect to the financial performance measures under our 2018 Senior Management Incentive Plan (“SMIP”) and our 2016 Long-Term Incentive Plan (“LTIP”).

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	Overseeing and providing policy guidance for the business, affairs and operations of the Company;

•	Selecting the CEO and electing the officers of the Company;

•	Monitoring overall corporate performance;

•	Overseeing and participating in the Company's strategic and business planning process;

•	Reviewing the annual business budget; and

•	Reviewing significant risks, issues and opportunities facing the Company and management's approach to addressing such risks, issues and opportunities.

---

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

(2)	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.

(3)	Effective May 14, 2019, Mr. Nave will replace Mr. Duno as Chair of the Compensation Committee and as a member of the Nominating and Governance Committee. Mr. Duno will retire from the Board effective immediately preceding the Annual Meeting on May 15, 2019.

---

---

---

(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 16, 2018. On that date, we awarded certain non-management directors stock having a grant date fair value of $6.70 per share. The awards were attributable to service during the preceding year. Pursuant to our stock ownership and retention guidelines for non-management directors, directors are required to hold the net after-tax shares issued for at least one year from the grant date.

(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.

---

---

---

---

---

•	Initial base salary of $675,000;

•	2019 SMIP target opportunity equal to 100% of actual base earnings;

•	2019 LTIP target opportunity equal to 225% of annual base salary, consisting of a prorated performance cash target of $696,094 and a grant of 116,827 RSUs with three-year ratable vesting;

•	Prorated target opportunities under the performance cash components of the 2017 LTIP and 2018 LTIP equal to $189,844 and $442,969, respectively;

•

To induce Mr. Bauer to join the Company and to establish an immediate and meaningful link to Libbey's long-term stock performance, the Compensation Committee also made Mr. Bauer a new-hire grant of 150,000 non-qualified stock options on March 25, 2019. The options are divided into four groups of 37,500 options each, with one group having an exercise price of $7.00, one group having an exercise price of $8.50, one group having an exercise price of $10.00, and one group having an exercise price of $11.50. This new-hire grant cliff vests on the third anniversary of Mr. Bauer's first day of employment.

•	In recognition of the fact that Mr. Bauer is relocating from Wisconsin to the Toledo, Ohio, area, he is eligible for relocation assistance under the Company's Senior Executive Relocation Policy.

•	Mr. Bauer does not have an employment agreement. Mr. Bauer is a party to a change in control agreement with the Company and is eligible to participate in the Company's Executive Severance Compensation Policy. Additional information regarding Mr. Bauer's change in control and severance benefits can be found under "Potential Payments upon Termination or Change in Control" on page 40.

---

•

Competitiveness - Overall, the mix and levels of compensation should be reasonably comparable 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 Libbey’s size, manufacturing asset intensity and multi-channel characteristics make identifying 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 above or below the median 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 Company’s overall performance. Base salary and 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 performance measures, 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 link 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 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 applied conservatively but judiciously.

---

---

---

---

---

---

---

•

A performance component under our 2016 LTIP (for the 2016-2018 performance cycle) that provides for cash awards if and to the extent we achieve our targeted adjusted return on invested capital (ROIC) for each of 2016 and 2017 and our targeted adjusted earnings before interest, tax, depreciation and amortization (EBITDA) for 2018; a performance component under our 2017 LTIP (for the 2017-2019 performance cycle) that provides for cash awards if and to the extent we achieve our targeted adjusted ROIC for 2017 and our targeted adjusted EBITDA for each of 2017 and 2018; a performance component under our 2018 LTIP (for the 2018-2020 performance cycle) that provides for cash awards if and to the extent we achieve our targeted adjusted EBITDA for each of the three 1-year performance periods included in the three-year performance cycle. The scale used to determine the payout score for each of the three 1-year performance periods is reset for each performance period to correlate with targeted adjusted ROIC or targeted adjusted EBITDA, as applicable, for that year. The amount of the final payout, if any, will be determined based on the average of the three discrete, single-year payout scores. In deciding to set annual goals instead of three-year goals, the Committee considered the extreme difficulty in forecasting three years ahead in the volatile economic environment (as evidenced by our inability to achieve target performance under our annual incentive plans over the past five years) and the need to keep management engaged as the Company faces that challenging environment.

◦	For any performance cycle of which 2016 is a part, our 2016 adjusted ROIC target was 10.8%. We achieved adjusted ROIC of 9.9% in 2016, resulting in a payout score for the 2016 calendar year of 59%, as determined according to the following scale:

◦	For any performance cycle of which 2017 is a part, our 2017 adjusted ROIC target was 9.2%. We achieved 2017 adjusted ROIC of 3.1%, resulting in a payout score for the 2017 calendar year of 0%, as determined according to the following scale:

◦

For any performance cycle of which 2018 is a part, our 2018 adjusted EBITDA target was $89.8 million. In setting the target, the Committee considered the Company's prior year performance and alignment with the Company's annual operating plan and long-term strategic initiatives. The volatile global economy, decline in restaurant traffic, shift in retail sales toward e-commerce, and competitive pricing environment of 2017 were expected to continue in 2018. The realities of the business environment led the Company to shift its priorities from aggressive growth toward improving marketing and new product development capabilities and innovation, improving customer relationships, and simplifying the business - all of which would support future, sustainable, profitable growth. The Committee believed that an adjusted EBITDA target of $89.8 million would prove sufficiently challenging to achieve. In February 2019, the Committee determined that we had achieved 2018 adjusted EBITDA of $72.5 million, resulting in a payout score for the 2018 calendar year of 0%, as determined according to the following scale:

---

•	The Committee recognized that the large investments needed in connection with our ERP implementation, our e-commerce platform and new product development, all of which are essential to our Creating Momentum strategic priorities, were unlikely to generate significant returns until future years;

•	Given the asset intensity of our business, as well as our relatively high degree of financial leverage, the Committee believes that adjusted EBITDA is an appropriate measure of core operating performance;

•	The Committee felt it was imperative to re-focus management on the primary drivers of cash earnings;

•	Adjusted EBITDA is regularly used by the Company internally to measure profitability; and

•	We believe adjusted EBITDA is used by investors, analysts and other interested parties in comparing our performance across reporting periods and in comparing Libbey to other companies with different capital and legal structures.

(1)	Prorated to reflect the portion of the performance cycle during which the named executive was employed.

---

---

---

•	The maximum number of shares underlying RSUs that the CEO was authorized to award to all eligible individuals was 230,000;

•	The RSUs awarded could vest no more rapidly than ratably on the first, second and third anniversaries of the grant date;

•	The CEO was authorized to make awards only outside "quiet periods";

•	RSUs awarded to individuals whose home country is China were to be cash-settled RSUs;

•	The CEO was required to report 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 were granted must be substantially in the 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 award recipient 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.

---

•	An appropriate mix of fixed and variable, short-term and long-term, and cash and equity compensation;

•	Compensation Committee discretion regarding individual executive awards;

•	Oversight by non-participants in the plans;

•	Long-term compensation awards and vesting periods that encourage a focus on sustained, long-term results;

•	Executive incentive awards are subject to forfeiture and clawback;

•	Prohibition against hedging, pledging and engaging in transactions involving derivatives of our stock;

•	Stock ownership/retention requirements for our executives; and

•	"Double-trigger" vesting of equity awards and non-equity incentives after a change in control.

---

(1)	Except in the case of death or permanent disability, amounts paid under our SMIP and the performance 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.

•	If Mr. Bauer's employment is terminated without Cause, Mr. Bauer's cash severance would consist of 24 months' salary continuation plus a lump sum equal to two times his target annual incentive;

•

If Mr. Bauer's employment is terminated by the Company without Cause or by him with Good Reason in connection with a Change in Control, Mr. Bauer's lump sum cash severance payment would be in an amount equal to three times the sum of his annual base salary in effect at the time of termination and his target annual incentive under the SMIP, and the continuation of his medical, prescription drug, dental and life insurance benefits would be for a period of 24 months.

•	parties to change in control agreements 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

•	covered by our Executive Severance Compensation Policy, which provides for certain separation benefits in the event of termination of employment without Cause absent a Change in Control.

---

(1)	The above table assumes a termination date of December 31, 2018. Mr. Mossing and Ms. Zibbel have since become eligible for the same termination benefits as the other non-CEO named executives.

(2)	Amounts paid under our SMIP and the performance 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.

(3)	Lump-sum cash payments will be paid no later than five days after termination except to the extent the payments are subject to a six-month delay under Internal Revenue Code Section 409A, in which case payment will be on the first day of the seventh month after the executive’s termination.

---

•

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.

---

---

(1)	As to Mr. Burmeister for 2017 and Ms. Zibbel for 2018, represents a signing bonus.

(2)

Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to RSUs granted in 2018, 2017 and 2016, respectively. As to Mr. Foley in 2016, also 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 10, 2016. On that date, we awarded certain non-management directors stock having a grant date fair value of $80,007, or $17.58 per share. Although Mr. Foley ceased to be a non-management director when he was appointed CEO on January 12, 2016, this stock award was attributable to service as a non-management director during the 2015 fiscal year. As to RSU awards in 2018, 2017 and 2016, the awards vest ratably over a four-year period from the date of grant, with the following exceptions: RSUs granted to Mr. Burmeister in 2017 vest ratably over four years from the first day of employment; 14,000 RSUs granted to Ms. Zibbel vest ratably over four years from the first day of employment; and 10,000 RSUs granted to Ms. Zibbel cliff-vest on the third anniversary of her first day of employment. For Mr. Miñarro in 2018, also includes the incremental fair value of 3,000 RSUs for which the Compensation Committee exercised discretion to accelerate vesting in connection with his termination of employment. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2019. 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.

(3)

Represents the grant date fair value, in accordance with FASB ASC Topic 718, with respect to NQSOs granted in 2017 and 2016, respectively. The awards vest ratably over a four-year period from the date of grant or, in Mr. Burmeister's case, from the first day of employment. When Mr. Miñarro’s employment ended on January 15, 2018, vesting was accelerated with respect to all NQSOs that otherwise would have vested by January 15, 2019, and all other unvested NQSOs were forfeited. For more information, see Footnote 11, “Employee Stock Benefit Plans,” to the consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on February 27, 2019. The actual values received by the respective named executives depend on the number of NQSOs that actually vest, the number of shares with respect to which NQSOs are exercised and the price of our common stock on the date on which the NQSOs are exercised.

(4)

Represents amounts earned by the named executives in 2018, 2017 and 2016 under our SMIP and under the performance cash component of our 2016 LTIP, 2015 LTIP and 2014 LTIP, respectively. The awards under our SMIP were paid in March of 2019, 2018 and 2017, respectively, and the awards under the performance cash component of our 2016 LTIP, 2015 LTIP and 2014 LTIP were paid in March of 2019, 2018 and 2017, respectively.

(5)

Represents the actuarial increase in pension value under our Salary Plan and our SERP. In 2018, the net pension value under our Salary Plan and our SERP declined for all named executives who were participants under those plans; as a result, for 2018 the amount of the actuarial increase is $0. We do not guarantee any particular rate of return on deferred compensation under our Executive Savings Plan (“ESP”) or our EDCP. The rate of return depends upon the performance of the fund in which the participant’s ESP or EDCP account is deemed invested. Accordingly, the amounts included in this column do not include above-market earnings on nonqualified deferred compensation. Ms. Kovach is the only named executive who is eligible to participate in the Salary Plan and SERP.

(6)	For 2018, includes: (i) annual company matching contributions to our 401(k) savings plan (a broad-based plan open to all U.S. salaried employees); (ii) for Mr. Miñarro, our expense associated with the compensation payable to him in connection with his termination of employment; and (iii) the following perquisites:

(a)	Annual company matching contributions to our EDCP

(b)	The cost we paid for tax return preparation and financial planning for the respective named executives

(c)	As to Mr. Foley, represents a $45,000 allowance for housing in the Toledo, Ohio, area since Mr. Foley’s primary home is in the Cleveland, Ohio metropolitan area and $6,568 in expenses related to commuting between Cleveland and Toledo. Mr. Foley's housing allowance will end effective April 24, 2019. As to Mr. Mossing, represents relocation expense.

(d)	As to Mr. Foley, represents tax gross-up on commuting expense. As to Mr. Mossing, represents tax gross-up on relocation expense.

(e)

Includes our incremental cost for ground transportation for personal and business trips from the Toledo, Ohio, area to the Detroit / Wayne County Metropolitan Airport. For personal trips, includes the entire cost that we incurred for such transportation. For business trips, includes 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.

(7)	Mr. Foley assumed his role as CEO effective January 12, 2016. Effective March 24, 2019, he retired from his role as CEO but continues to be employed by the Company as Executive Chairman.

(8)	Mr. Burmeister was hired on March 30, 2017.

(9)	Mr. Miñarro's employment ended January 15, 2018.

(10)	Mr. Mossing was hired on December 1, 2017.

(11)	Ms. Zibbel was hired on April 5, 2018.

---

(1)

For non-equity incentive plan awards, the Award Date and the Grant Date are the date on which the Compensation Committee approved the applicable incentive plan or, if later, the date on which the Committee approved the executive’s participation in, and target opportunity under, the applicable incentive plan. For All Other Stock Awards, except with respect to Mr. Miñarro, 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 RSUs awarded. With respect to Mr. Miñarro, the Award Date is the date on which the Compensation Committee approved the accelerated vesting of the RSUs and the Grant Date is the date on which the RSUs vested. The number of RSUs awarded to the named executives under our 2018 LTIP was determined by dividing the target dollar value of the applicable component of equity to be awarded by the average closing price of Libbey common stock over the fourth quarter of 2017. We inform grant recipients of their awards after we determine the number of RSUs to be granted. For awards made in February 2018, we determined the number of RSUs to be granted on the first business day after we announced our results of operations for the 2017 fiscal year. For Ms. Zibbel's awards of RSUs, we determined the number on the first business day after we announced our results of operations for the first quarter of 2018, since her first day of employment occurred during a quiet period.

(2)	Represents the range, as estimated on the award date, of possible cash awards under (a) our 2018 SMIP and (b) the performance cash component of our 2018 LTIP.

(a)	Under our SMIP, each named executive is eligible for an annual incentive award in an amount up to 200% 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 performance cash component of our 2018 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 performance cash component is 50% of the named executive’s target award under all components of the relevant LTIP. The target awards are based on the named executives’ respective annualized base salaries as of January 1, 2018 (in the case of Ms. Zibbel, April 5, 2018). The target awards for executives whose participation begins mid-cycle are prorated accordingly. Each named executive’s target award under all components of the 2018 LTIP is set forth in the following table:

(3)

Represents grants of RSUs made under our 2018 LTIP and an award of sign-on RSUs to Ms. Zibbel. The grants under our 2018 LTIP vest 25% per year beginning April 5, 2019, for Ms. Zibbel, and beginning on February 17, 2019, for all other executives. The 10,000 sign-on RSUs awarded to Ms. Zibbel cliff vest on April 5, 2021, the third anniversary of her date of hire. For Mr. Miñarro, represents 3,000 RSUs for which the Compensation Committee exercised discretion to accelerate vesting in connection with Mr. Miñarro's termination of employment. These RSUs were originally granted to Mr. Miñarro in 2015.

(4)

Except for Mr. Miñarro, represents the respective grant date fair values, determined in accordance with FASB ASC Topic 718, of the RSUs. For Mr. Miñarro, represents the incremental fair value of 3,000 RSUs for which the Compensation Committee exercised discretion to accelerate vesting in connection with Mr. Miñarro's termination of employment. These RSUs were originally granted to Mr. Miñarro in 2015.

---

•	NQSOs granted under our 2016 Omnibus Plan and predecessor plans; and

•	RSUs granted under our 2016 Omnibus Plan and predecessor plans.

(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? — Equity Grants Under Our LTIP” 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 determine the number of NQSOs and/or RSUs to be granted. For awards made in February 2018, the grant date was the first business day after we announced our results of operations for the 2017 fiscal year. For awards made in May 2018, the grant date was the first business day after we announced our financial results for the first quarter of 2018.

(3)

Represents NQSOs awarded under our Omnibus Plans. NQSOs granted before 2015 vest 25% on each of the first four anniversaries of the grant date. NQSOs granted to Mr. Burmeister in May 2017 vest 25% on each of the first four anniversaries of March 30, 2017, his first day of employment. NQSOs granted to Ms. Mossing vest 25% on each of the first four anniversaries of December 1, 2017, his first day of employment. All other NQSOs vest 25% per year for four years beginning on February 17th of the year after the grant.

(4)

Represents RSUs awarded under our Omnibus Plans. One share of our common stock underlies each RSU. RSUs granted in February 2016, March 2017, and February 2018 vest 25% per year for four years beginning on February 17th of the year after the grant. The 14,000 sign-on RSUs granted to Mr. Mossing on December 1, 2017 cliff vest on December 1, 2020, the third anniversary of his start date. The 10,000 sign-on RSUs granted to Ms. Zibbel on May 2, 2018 cliff vest on April 5, 2021, the third anniversary of her start date, while the remaining 14,000 RSUs granted to Ms. Zibbel in 2018 vest ratably over four years starting on April 5, 2019. All other RSUs vest 25% on each of the first four anniversaries of the grant date.

(5)	Represents the market value, as of December 31, 2018, of unvested RSUs. We have estimated the market value by multiplying the number of shares of common stock underlying the RSUs by $3.88, the closing price of our common stock on the last trading day of 2018.

---

(1)	Represents the sum of the differences between the market prices and the exercise prices for the respective awards of NQSOs exercised by the named executives during 2018.

(2)	Represents the number of RSUs that vested during 2018.

(3)	Represents the value of RSUs that vested during 2018. The value was determined by multiplying the number of shares by the closing price of our common stock on the applicable vesting dates:

---

(A)	Monthly final average earnings for the three highest consecutive calendar years before 2008

(B)	1.212%

(C)	Years of credited service up to 35 years

(D)	Monthly final average earnings above Social Security Wage base at retirement

(E)	0.176%

(F)	0.5%

(G)	Years of credited service over 35 years

(1)	Represents actual years of service to Libbey. The plans were frozen at the end of 2012, after which additional pension service is not credited.

(2)	Amounts were determined based on the assumptions outlined in our audited financial statements for the year ended December 31, 2018, except that Ms. Kovach is assumed to receive benefits under the cash balance design at her normal retirement age of 65.

---

(1)	The following amounts are reported as “All Other Compensation” in the Summary Compensation Table: Mr. Foley - $33,000; Ms. Kovach - $4,552.

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

(3)	Of the total amounts in this column, the following amounts are reported as “Salary” or “Stock Awards” in the Summary Compensation Table in this proxy statement for the 2018, 2017 and/or 2016 fiscal years:

---

•	We have assumed that the executive’s employment terminated on December 31, 2018, under the various scenarios described in the table.

•	For purposes of illustrating the amounts payable on or in connection with a change in control, we have assumed that a change in control occurred on December 31, 2018, and that the named executive’s employment terminated concurrently with the change in control.

---

(1)

Represents potential payments pursuant to equity award agreements, performance cash award agreements and (a) in the case of the executives other than Mr. Foley, Mr. Mossing and Ms. Zibbel, our Executive Severance Compensation Policy or their respective change in control agreements, as applicable, (b) in the case of Mr. Foley, his Letter Agreement, and (c) in the case of Mr. Mossing and Ms. Zibbel, their respective employment offer letters or change in control agreements, as applicable. Only Ms. Kovach was eligible for retirement benefits as of December 31, 2018.

(2)

As to those triggering events for which we estimated future payouts under the performance cash component of our 2017 LTIP and 2018 LTIP, we estimated the payout under the performance cash component of our 2017 LTIP assuming achievement at 33% of target performance, and we estimated the payout under the performance cash component of our 2018 LTIP assuming achievement of 67% of target performance. The amounts actually earned under the performance cash component of our 2017 LTIP and 2018 LTIP would be paid between January 1 and March 15 of the calendar year following the conclusion of the applicable performance cycle.

(3)

For those triggering events that result in acceleration of unvested equity awards: (a) except as to RSUs granted to Mr. Miñarro, we have estimated the value of common stock underlying RSUs by multiplying the applicable number of RSUs by $3.88, the closing price of our common stock on December 31, 2018; and (b) except as to RSUs granted to Mr. Miñarro, we have determined the in-the-money/intrinsic value of the applicable NQSOs by deducting the respective exercise prices for the NQSOs from $3.88 and multiplying the result (if greater than zero) by the applicable number of NQSOs. As to Mr. Miñarro, the values for the RSUs and NQSOs were calculated based on the closing price of our common stock on January 12, 2018, which was $7.71.

---

(4)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(b)	under “LTIP Cash,” a target award (unprorated because the performance cycle was complete as of December 31, 2018) under the performance cash component of our 2016 LTIP and prorated target awards under the performance cash component of our 2017 LTIP and our 2018 LTIP; and

(c)	under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2018, of common stock underlying all RSUs that were unvested as of December 31, 2018, and (ii) the in-the-money/intrinsic value, as of December 31, 2018, of all NQSOs that were unvested as of December 31, 2018.

(5)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(b)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and an estimate of the prorated amount that actually would be earned under the performance cash component of each of our 2017 LTIP and 2018 LTIP [estimated as described in footnote (2) above]; and

(c)	under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2018, of common stock underlying RSUs granted in 2016 that were unvested as of December 31, 2018; and (ii) the in-the-money/intrinsic value, as of December 31, 2018, of NQSOs granted in 2016 that were unvested as of December 31, 2018.

(6)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(b)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and an estimate of the prorated amount that actually would be earned under the performance cash component of each of our 2017 LTIP and 2018 LTIP [estimated as described in footnote (2) above]; and

(c)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2018, of common stock underlying RSUs granted in 2017 or 2018 that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019; (ii) the in-the-money/ intrinsic value, as of December 31, 2018, of NQSOs granted in 2017 that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019; (iii) the estimated value, as of December 31, 2018, of common stock underlying RSUs granted in 2016 that were unvested as of December 31, 2018; and (iv) the in-the-money/intrinsic value, as of December 31, 2018, of NQSOs granted in 2016 that were unvested as of December 31, 2018.

(7)	Represents the sum of:

(1)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP; and

(2)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and an estimate of the unprorated amount that actually would be earned under the performance cash component of each of our 2017 LTIP and 2018 LTIP [estimated as described in footnote (2) above]; and

(3)	under “Acceleration of Unvested Equity Awards,” the sum of (i) the estimated value, as of December 31, 2018, of common stock underlying all RSUs that were unvested as of December 31, 2018, and (ii) the in-the-money/intrinsic value, as of December 31, 2018, of all NQSOs that were unvested as of December 31, 2018.

(8)	Under “LTIP Cash,” represents prorated actual awards under the performance cash component of our 2016 LTIP, 2017 LTIP and 2018 LTIP [estimated as described in footnote (2) above]. We have prorated the amounts through the assumed date of termination.

(a)	under “Cash Severance,” the sum of 12 months' base salary and the named executive's target award under our 2018 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and prorated actual awards under the performance cash component of each of our 2017 LTIP and our 2018 LTIP [estimated as described in footnote (2) above];

(d)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2018, of common stock underlying RSUs that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019,; (ii) the in-the-money/ intrinsic value, as of December 31, 2018, of NQSOs that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019; and

(e)	under “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, and prescription drug coverage for 12 months following termination; and (iii) executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

(9)	Represents the sum of:

(a)	under “Cash Severance,” the sum of 6 months' base salary and 50% of Mr. Burmeister's target award under our 2017 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2017 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2015 LTIP and prorated actual awards under the performance cash component of each of our 2016 LTIP and our 2017 LTIP [estimated as described in footnote (2) above];

(d)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2017, of common stock underlying RSUs that were unvested as of December 31, 2017, but were scheduled to vest by December 31, 2018,; (ii) the in-the-money/intrinsic value, as of December 31, 2017, of NQSOs that were unvested as of December 31, 2017, but were scheduled to vest by December 31, 2018; and

(e)	under “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, and prescription drug coverage for six months following termination; and (iii) executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

---

(10)	Represents the sum of:

(a)	under “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 2018 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and an estimate (without proration) of the amount the named executive would earn under the performance cash component of each of our 2017 LTIP and our 2018 LTIP [estimated as described in footnote (2) above];

(d)	under “Acceleration of Unvested Equity Awards,” the estimated value, as of December 31, 2018, of common stock underlying RSUs not yet vested as of that date and the in-the-money/intrinsic value, as of December 31, 2018, of NQSOs not yet vested as of that date; and

(e)

under “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) the maximum cost ($10,000) to provide financial planning services to the named executive.

(11)	Represents the sum of:

(a)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP; and

(b)	under “Misc. Benefits,” the present value of Ms. Kovach’s accumulated benefit under our Salary Plan and SERP at December 31, 2018.

(12)	Represents the sum of:

(a)	under “Cash Severance,” salary continuation for 12 months and a lump sum payment;

(b)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and prorated actual awards under the performance cash component of our 2017 LTIP [estimated as described in footnote (2) above];

(c)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of January 15, 2018, of common stock underlying RSUs that were unvested as of January 15, 2018, but were scheduled to vest by January 15, 2019; (ii) the estimated value, as of January 15, 2018, of common stock underlying 3,000 RSUs that were unvested as of January 15, 2018, but for which the Committee exercised discretion to accelerate vesting; and (iii) the in-the-money/intrinsic value, as of January 15, 2018, of NQSOs that were unvested as of January 15, 2018, but were scheduled to vest by January 15, 2019; and

(d)	under “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, and prescription drug coverage for 12 months following termination; and (iii) executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

(13)	Represents the sum of:

(a)	under “Cash Severance,” the sum of 6 months' base salary and 50% of Mr. Mossing's target award under our 2018 SMIP, at the annual base salary and target incentive opportunity in effect on the date of termination;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and prorated actual awards under the performance cash component of each of our 2017 LTIP and our 2018 LTIP [estimated as described in footnote (2) above];

(d)

under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2018, of common stock underlying RSUs that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019,; (ii) the in-the-money/intrinsic value, as of December 31, 2018, of NQSOs that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019; and

(e)	under “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, and prescription drug coverage for six months following termination; and (iii) and executive outplacement services for a period of one year from termination at the rate of $75,000 per year.

(14)	Represents the sum of:

(a)	under “Cash Severance,” 6 months' base salary;

(b)	under “Annual Incentive for Year of Termination,” the amount actually earned under our 2018 SMIP;

(c)	under “LTIP Cash,” the sum of the amount actually earned under the performance cash component of our 2016 LTIP and prorated actual awards under the performance cash component of each of our 2017 LTIP and our 2018 LTIP [estimated as described in footnote (2) above];

(d)	under "Acceleration of Unvested Equity Awards," the sum of: (i) the estimated value, as of December 31, 2018, of common stock underlying RSUs that were unvested as of December 31, 2018, but were scheduled to vest by December 31, 2019; and

(e)	under “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, and prescription drug coverage for six months following termination; and (iii) and executive outplacement services for a period of six months from termination at the rate of $75,000 per year.

---

•	The median of the annual total compensation of all employees of our company worldwide (other than our CEO), was $13,616; and

•	The annual total compensation of our CEO, as reported in the Summary Compensation Table in this Proxy Statement, was $2,778,142.

•	The “median employee” is a full-time, hourly employee located in Mexico. For purposes of translating to U.S. dollars the compensation elements paid in Mexican pesos, we used a year-end average rate comprised of the average month-end rate for the 12 calendar months.

•	With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of the employee’s compensation for 2018 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

•	With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2018 Summary Compensation Table included in this Proxy Statement.

---

(1)

Based solely on Amendment No. 1 to Schedule 13G filed with the SEC on December 17, 2018, as of December 12, 2018, Brigade Capital Management, LP, Brigade Capital Management GP, LLC, and Donald E. Morgan, III, have shared voting power and shared dispositive power over 2,410,000 shares and Brigade Leveraged Capital Structures Fund Ltd. has shared voting power and shared dispositive power over 2,290,000 shares.

(2)

Based solely on Amendment No. 1 Schedule 13G filed with the SEC on March 15, 2019, as of February 28, 2019, Russell Investments Group, Ltd., a parent holding company, was the beneficial owner of 2,276,045 common shares, with sole dispositive power as to no such shares, shared dispositive power as to all such shares, sole voting power with respect to all common shares, and shared voting power with respect to no common shares.

(3)

Based solely on Amendment No. 2 to Schedule 13G filed with the SEC on February 11, 2019, as of December 31, 2018, Frontier Capital Management Co., LLC., an investment adviser, was the beneficial owner of 2,025,898 common shares, with sole dispositive power as to all such shares, shared dispositive power as to no such shares, sole voting power with respect to 901,851 common shares, and shared voting power with respect to no common shares.

(4)

Based solely on Amendment No. 1 to Schedule 13G filed with the SEC on January 15, 2019, as of December 31, 2018, Royce & Associates, LP, an investment adviser, was the beneficial owner of 1,648,249 common shares, with sole dispositive power as to all such shares, shared dispositive power as to no such shares, sole voting power with respect to all common shares, and shared voting power with respect to no common shares.

(5)

Based solely on Amendment No. 4 to Schedule 13G filed with the SEC on February 8, 2019, as of December 31, 2018, Dimensional Fund Advisors LP, an investment adviser, was the beneficial owner of 1,419,412 common shares, with sole dispositive power as to all such shares, shared dispositive power as to no such shares, sole voting power with respect to 1,342,641 common shares, and shared voting power with respect to no common shares.

(6)

Based solely on Amendment No. 5 to Schedule 13G filed with the SEC on February 12, 2019, as of December 31, 2018, Boston Partners, an investment adviser, was the beneficial owner of 1,238,392 common shares, with sole dispositive power as to all such shares, shared dispositive power as to no such shares, sole voting power with respect to 272,710 common shares, and shared voting power with respect to no common shares.

---

•	Each non-management director who joined the Board on or before August 1, 2017, must acquire, within five years from the date he or she was first elected to the Board, the number of shares of Libbey common stock determined by dividing $237,500 by the average closing price of Libbey common stock over the one-year period ending July 25, 2017.

•

Each non-management director who joined the Board after August 1, 2017, must acquire, within five years from the date on which he or she is first elected to the Board, the number of shares of Libbey common stock equal in value to at least five times the annual cash retainer for non-management directors in effect on the date the director is first elected to the Board. For purposes of determining the number of shares of Libbey common stock to be acquired, the cash equivalent value will be divided by the average closing price of Libbey common stock over the one-year period ending on the date of the director's election to the Board.

•	Until the director acquires the guideline number of shares, he or she must hold 100% of the net after-tax shares of Libbey common stock issued to him or her on the date of each annual shareholders meeting and all other Libbey shares that he or she owns or otherwise acquires.

•

Once the director has achieved the guideline number of shares, he or she may dispose of Libbey common stock subject, provided that: (a) until retirement, the director must continuously hold at least the guideline number of shares; and (b) shares of Libbey common stock purchased by the director and net after-tax shares issued to the director on the date of each annual shareholders meeting must be held by the director for at least one year from the date on which the director acquired them.

•	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 granted after January 1, 2013, that the executive subsequently exercises.

---

(1)	Does not include shares of our common stock that have vested but are deferred under our Executive Deferred Compensation Plan ("EDCP"). As of March 20, 2019, each of our named executives, and all executive officers as a group, had the following shares of our common stock that are vested but deferred under our EDCP:

(2)	Includes the following 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 18, 2019:

---

(3)	Includes the following 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:

(a)	Mr. Foley was a non-management director from 1994 until he assumed the role of CEO on January 12, 2016.

(4)	Based on last known information as of date of separation from service. For Mr. Miñarro, that date was January 15, 2018.

(1)

Of these amounts, 14,963 RSUs with four-year ratable vesting were awarded on January 11, 2016; 1,932 RSUs with four-year ratable vesting were awarded on February 8, 2016; 24,773 RSUs with four-year ratable vesting were awarded on February 13, 2017; 7,008 RSUs with four-year ratable vesting were awarded on March 16, 2017; 11,907 RSUs with four-year ratable vesting were awarded on October 23, 2017; 14,000 RSUs with three-year cliff vesting were awarded on November 5, 2017; 173,797 RSUs with four-year ratable vesting were awarded on February 5, 2018; 14,000 RSUs with four-year ratable vesting were awarded on March 7, 2018; 10,000 RSUs with three-year cliff vesting were awarded on March 7, 2018; 296,534 RSUs with three-year ratable vesting were awarded on February 18, 2019; and 3,692 RSUs with three-year ratable vesting were awarded on March 1, 2019. 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 “Executive Compensation — Compensation Discussion and Analysis — What pay did Libbey's executives receive for 2018?” and the Outstanding Equity Awards at Fiscal Year-End Table above.

---

(1)	This number includes 692,929 restricted stock units awarded under Libbey's equity compensation plans.

---

1.

Additional shares are required for Libbey to make continued equity grants as necessary in order to attract and retain key talent. As of March 20, 2019, only 345,903 shares remained available for future grant under our 2006 Plan and Existing 2016 Plan combined, which is lower than our three-year average annual share utilization of 591,643 shares. Unless the proposed increase is approved, Libbey will be unable to make grants to existing high-value employees and executives, directors, and any new executive hires, which will make it difficult for us to retain and attract the talent required to successfully execute the Company's strategy and improve the Company's performance.

2.

Additional shares allow Libbey to structure compensation programs that more closely align pay with performance. In order to conserve shares under our incentive plans and manage our burn rate in light of the decline in the Company's stock price, the components of our 2018 and 2019 long-term incentive programs are RSUs and performance cash. With additional shares, the Compensation Committee would have the flexibility to include vehicles such as stock options and/or performance shares in our executive compensation program. If the Amended 2016 Plan is approved, the Compensation Committee intends, beginning in 2020, to modify the mix of vehicles in our long-term incentive program to include performance shares. While this is the Compensation Committee's current intention, the Committee's ultimate decision as to the plan designs for future long-term incentive programs will depend on a variety of factors and circumstances as existing at the time each applicable program is adopted.

3.	The ability to grant equity awards helps Libbey conserve cash. If the Amended 2016 Plan is not approved, we may have to reduce the equity component and increase the cash component of our compensation program, which would increase cash compensation expense and use cash that could be better utilized to reduce debt or reinvest in our business.

4.

Additional shares enable Libbey to act on feedback received from shareholders. During our recent shareholder outreach, several of the shareholders with which we spoke provided feedback regarding the use of equity compensation, including a preference that we use performance equity in addition to, or instead of, performance cash, and a suggestion that we consider granting awards of stock options to attract and motivate key talent. If the Amended 2016 Plan is not approved, we will not have sufficient shares to consider acting upon these or any other shareholder suggestions that require additional share availability.

5.

We carefully manage our equity incentive compensation. We recognize that equity compensation awards dilute shareholder equity, so we carefully manage our equity compensation. Although the additional 1,750,000 new shares to be available under the Amended 2016 Plan will increase the potential dilution to shareholders, the Board believes our equity compensation plans are well-managed and that our equity compensation practices are competitive and consistent with market practices. As of March 20, 2019, we had 22,273,568 authorized, issued and outstanding shares of our common stock. The following table sets forth, as of March 20, 2019, the number of shares authorized for future issuance under the 2006 Omnibus Plan and the Amended 2016 Plan, along with the equity dilution represented by the shares available for future awards as a percentage of the common shares outstanding on March 20, 2019:

---

•	The number and type of awards that actually are granted under the Amended 2016 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.

6.	The Amended 2016 Plan incorporates best practices. The Amended 2016 Plan reflects equity plan best practices including:

•	No repricing or buyouts: The Amended 2016 Plan prohibits repricing of stock options or SARs and prohibits buyouts of underwater stock options or SARs.

•	No discounted stock options or SARs: The Amended 2016 Plan prohibits discounted stock options or SARs except for those issued in substitution of outstanding awards in the context of mergers and acquisitions.

•	No reloads: The Amended 2016 Plan prohibits the automatic reload of stock options.

•	No liberal share counting: Under the Amended 2016 Plan, the following constitute delivered shares, will not be available for future Awards under the Amended 2016 Plan and will continue to be counted as outstanding for purposes of determining whether award limits have been reached:

◦	shares that are withheld from an award or separately surrendered by the participant in payment of the exercise 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.

•

Minimum 1-year vesting: Except with respect to a maximum of 5% of the shares authorized for issuance under the Amended 2016 Plan, full-value awards that vest based on continued employment with or service to the Company may vest no earlier than the first anniversary of the date on which the awards are approved, and any full-value awards that vest based on attainment of performance goals must provide for a performance period of at least 12 months. Awards of

---

•

Double trigger change in control vesting: If replacement awards are granted to participants in connection with a change in control, vesting of the stock options and/or SARs that they replace and that vest based on continued service generally will not be accelerated solely as a result of the change in control. Awards that are based on achievement of performance measures generally will be prorated as of the date of the change in control and deemed earned if and to the extent the performance goals actually are met as of that date unless the extent to which the performance goals actually are achieved as of that date cannot reasonably be determined by the Compensation Committee. In that case, the awards will be prorated and deemed earned at target.

•	Administered by an independent committee: Each member of the Compensation Committee is "independent," as defined under NYSE American exchange rules and each is an "outside director," as defined in 26 CFR §1.162-27.

•	No dividend equivalents on stock options or SARs: No dividend equivalents may be granted on awards of options or SARs.

•

Restrictions on payment of dividends and dividend equivalents: Dividend equivalents may be granted on awards of performance shares and performance units, but they will be held in escrow or deemed reinvested in additional performance shares or performance units until the performance goals are achieved and will be paid only to the extent the underlying performance shares or performance units actually are earned. Dividends or dividend equivalents with respect to any award that is subject to vesting conditions or restrictions will be deferred and held in escrow or deemed reinvested in additional shares until all vesting conditions or restrictions relating to the award (or portion of the award to which the dividend or dividend equivalent relates) have been satisfied and will be forfeited if and to the extent the vesting conditions or restrictions are not satisfied.

•	Awards subject to clawback / forfeiture: Awards under the Amended 2016 Plan are subject to forfeiture and clawback under the Dodd-Frank Wall Street Reform and Consumer Protection Act, as amended, and under any clawback policy that we may have in place at any time.

---

•	Plan Administrator: Compensation Committee

•	Award Types: Stock options (both nonqualified and incentive stock options), stock appreciation rights, which we refer to as SARs, restricted stock, restricted stock units, which we refer to as RSUs, performance shares, performance units, cash-based awards and other stock-based awards.

•	Effective Date: May 15, 2019, if approved by our shareholders

•	Plan Term: 10 years from the Effective Date

•	Eligible Participants: Employees of the Company and its affiliates and non-employee members of the Board of Directors. On March 20, 2019, the closing price of our common stock was $3.11 per share, there were six executive officers, seven non-employee directors and approximately 6,000 employees of the Company and its subsidiaries who were eligible to participate in the Amended 2016 Plan.

•	Total Shares Authorized / Available: The shares of our common stock available under the Amended 2016 Plan may be either previously authorized and unissued shares or treasury shares.

•	Individual Award Limits:

•	Stock Option Exercise Period: Determined by the Compensation Committee, but no more than ten years from the grant date

•	Stock Option Exercise Price: Equal to or greater than the fair market value on the grant date, defined generally as the closing stock price on the grant date

---

◦	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.

◦	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 ten years after the date of grant.

---

◦	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 Amended 2016 Plan;

•	be available for future Awards under the Amended 2016 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.

---

---

---

(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.

---

•	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.

---

---

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

•	notifying the Secretary of Libbey in writing; or

•	voting at the meeting.

---

---

---

(1)

We believe that Adjusted EBITDA, a non-GAAP financial measure, is a useful metric for evaluating our financial performance, as it is a measure that we use internally to assess our performance. For certain limitations and a reconciliation from net income (loss) to Adjusted EBITDA, see the "Non-GAAP Measures" and "Reconciliation of Net Income (Loss) to Adjusted EBITDA" sections included in Part II, Item 6. Selected Financial Data, in our 2018 Annual Report on Form 10-K.

(2)

Trade Working Capital, a non-GAAP financial measure, is defined as net accounts receivable plus net inventories less accounts payable. We believe that Trade Working Capital is important supplemental information for investors in evaluating liquidity in that it provides insight into the availability of net current resources to fund our ongoing operations. Trade Working Capital is a measure used by management in internal evaluations of cash availability and operational performance.

---

---

---

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.

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

---

(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 2019.

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 nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds (2/3) of the Directors of the Company in office at the beginning of the period.

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

2.15	2.14        “Dividend Equivalent” means a right to receive the equivalent value (in cash or Shares) of dividends paid on common stock, awarded under Article 1413.

2.16	2.15        “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	2.16        “Effective Date” has the meaning set forth in Section 1.1.

2.18	2.17        “Employee” means any individual designated as an employee of the Company, its Affiliates and/or its Subsidiaries on the payroll records thereof.

2.19	2.18        “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.

2.20

2.19        “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 MKTAmerican 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

---

2.21	2.20        “Full Value Award” means an Award other than in the form of an ISO, NQSO or SAR.

2.22	2.21        “Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7.

2.23	2.22        “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	2.23        “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

2.24        “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.

2.26	2.25        “Non-employee Director” means a Director who is not an Employee.

2.27	2.26        “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	2.27        “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	2.28        “NYSE” means the New York Stock Exchange.

2.30	2.29        “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	2.30        “Option Price” means the price at which a Participant may purchase a Share pursuant to an Option.

2.32	2.31        “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	2.32        “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	2.33        “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	2.34        “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	2.35        “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	2.36        “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	2.37        “Plan” means the Amended and Restated Libbey Inc. 2016 Omnibus Incentive Plan.

2.41	2.38        “Plan Year” means the calendar year.

---

2.42	2.39        “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	2.40        “Replacement Award” means an Award that meets the requirements of Section 17.216.2 and is provided to the Participant to replace a Replaced Award.

2.44	2.41        “Restricted Stock” means an Award granted to a Participant pursuant to Article 8.

2.45	2.42        “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	2.43        “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	2.44        “Stock Appreciation Right” or “SAR” means an Award, designated as a SAR, pursuant to the terms of Article 7.

2.49	2.45        “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

2.46        “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

2.47        “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.

---

(a)	There is hereby reserved for issuance under the Plan an aggregate of one million two hundred thousand (1,200,000) one million nine hundred thirty-four thousand ninety-three (1,934,093) 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)one million nine hundred thirty-four thousand ninety-three (1,934,093) Shares.

(c)	The maximum number of Shares that may be granted to Non-employee Directors collectively in any Plan Year shall be 150,000200,000 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 thanprior to 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.

(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.

---

---

---

---

---

(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).

---

(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 Measuresgoals shall be prorated as of the date of the Change

---

---

(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 Participant that is detrimental to the business or reputation of the Company, its Affiliates and/or its Subsidiaries.

(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;

---

(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 2120.9 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.

---

---