LIBBEY INC
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>l06889aexv10w5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5

                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), dated as of March 22,
2004, between LIBBEY INC., a Delaware corporation (the "COMPANY"), and Timothy
T. Paige (the "EXECUTIVE").

            WHEREAS, the Executive, currently an officer of the Company, and the
Company desire that the Executive continue to serve as an officer of the Company
upon the terms and conditions set forth herein;

            NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

      1.    Term of Agreement. The term of this Agreement shall commence on
signing of this Agreement (the "EFFECTIVE DATE") and shall continue through
December 31, 2005, provided however, that commencing on January 1, 2005 and each
January 1 thereafter, the term of this Agreement shall automatically be extended
for one additional year unless not later than September 30 of the year preceding
such extension of the term, the Company shall have given written notice to the
Executive that it does not wish to extend this Agreement beyond the expiration
of the then current term. Employment hereunder by the Company or its affiliates
shall continue indefinitely during the term of this Agreement until terminated
as provided in Section 4. Not withstanding the foregoing, the term of this
Agreement shall automatically end on the last day of the month in which the
Executive reaches age 65.

      2.    Position and Duties.

            (a)   Position. The Executive hereby agrees to serve as an officer
of the Company and shall perform all duties assigned by the Company commensurate
with such position and shall devote the Executive's best efforts to the
performance of services to the Company in accordance with the terms hereof and
as may reasonably be requested by the Company. For purposes of this Agreement
"OFFICER" of the Company shall mean an executive elected by the Board of
Directors of the Company (the "BOARD") as an officer and who enters into a
written employment agreement authorized by the Board.

            (b)   Other Activities. While employed pursuant to this Agreement,
the Executive shall not, other than in the performance of duties inherent in,
and in furtherance of, the business of the Company, engage in any other business
or commercial activity as an employee, consultant, or any other capacity,
whether or not any compensation is received therefore, provided, however, that
nothing herein shall prevent the Executive from (i) making and managing personal
investments, (ii) performing occasional assistance to family members and
friends, including but not limited to service as a director of a family owned or
private business enterprise, (iii) engaging in community and/or charitable
activities, including without limitation service as a director, trustee or
officer of an educational, welfare, social, religious or civic organization or
charity, (iv)

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serving as a trustee or director or similar position of a public corporation or
public business enterprise, but for only one such public corporation or public
business enterprise at any one time, or (v) engaging in such other activities as
are approved in writing by the Chief Executive Officer, in each case (i) - (v)
which singly or in the aggregate do not interfere with the proper performance of
the Executive's duties and responsibilities to the Company and are consistent
with Section 9 of this Agreement.

3. Compensation. In consideration of the performance of his duties hereunder,
the Executive shall be entitled to receive the salary, bonus and benefits set
forth on Schedule A. All amounts payable to the Executive under this Section 3
shall be paid in accordance with the Company's regular payroll practices (e.g.,
timing of payments and standard employee deductions, such as income and
employment tax withholdings, medical benefit contributions and parking fees
among others). No additional compensation shall be payable to the Executive by
reason of the number of hours worked or any hours worked on Saturdays, Sundays
or holidays, by reason of special responsibilities assumed (whether on behalf of
the Company or any of its subsidiaries or affiliates), special projects
completed, or otherwise. The Executive's compensation shall be reviewed by the
Chief Executive Officer, the Board or the Compensation Committee of the Board
(the "Compensation Committee") periodically for possible merit increases and
other changes as such reviewer deems appropriate.

      4.    Termination of Employment. Either party may terminate the
Executive's employment hereunder at any time and for any reason, without advance
notice; provided, however, that if the Executive's employment is terminated for
any of the following reasons, the following provisions shall apply:

            (a)   Termination for Cause. If the Executive's employment is
terminated for Cause, the Company shall pay to the Executive all base salary,
when due, through the Date of Termination at the then current rate in effect at
the time the Notice of Termination (as defined in Section 4(f)) is given plus,
all other amounts and benefits to which the Executive is entitled under any
pension plan, retirement savings plan, equity participation plan, stock purchase
plan, medical benefits and other benefits of the Company or provided by law, at
the time such payments are due and the Company shall have no further obligations
to the Executive under this Agreement. Without waiving any rights the Company
may have hereunder or otherwise, the Company hereby expressly reserves its
rights to proceed against the Executive for damages in connection with any claim
or cause of action that the Company may have arising out of or related to the
Executive's employment hereunder. "CAUSE" shall mean (a) the Executive's willful
and continued failure to substantially perform the Executive's duties with the
Company (other than any such failure resulting from an incapacity due to
physical or mental illness or any such actual or anticipated failure after the
Executive's issuance of a Notice of Termination (as defined in Section 4(d)) for
Good Reason), after a written demand for substantial performance is delivered to
the Executive by the Board, which demand specifically identifies the manner in
which the Board believes that the Executive has not substantially performed the
Executive's duties, (b) the Executive's willful and continued failure to
substantially follow and comply with the specific and lawful directives of the
Board, as reasonably determined by the Board (other than any such failure
resulting from an incapacity due to physical or mental illness or any such
actual or

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anticipated failure after the Executive's issuance of a Notice of Termination
for Good Reason), after a written demand for substantial performance is
delivered to the Executive by the Board, which demand specifically identifies
the manner in which the Board believes that the Executive has not substantially
followed or complied with the directives of the Board, (c) the Executive's
willful commission of an act of fraud or dishonesty resulting in material
economic or financial injury to the Company, or (d) the Executive's willful
engagement in illegal conduct or gross misconduct, in each case which is
materially and demonstrably injurious to the Company. For purposes of this
Section 4(a), no act, or failure to act, shall be deemed "willful" unless done,
or omitted to be done, by the Executive not in good faith. Notwithstanding the
foregoing, the Executive shall not be deemed terminated for Cause pursuant to
this section unless and until there shall have been delivered to the Executive a
copy of a resolution duly adopted by the affirmative vote of not less than
three-quarters (3/4) of the entire membership of the Board at a meeting of the
Board (after reasonable notice to the Executive, an opportunity for the
Executive, together with counsel, to be heard before the Board and a reasonable
opportunity to cure), finding that in the Board's good faith opinion, the
Executive was guilty any of the conduct set forth above in this section and
specifying the particulars thereof in reasonable detail.

            (b)   Death. If the Executive's employment is terminated due to the
Executive's death, within sixty (60) days after the Company receives written
notice of appointment of a personal representative (on behalf of the Executive's
estate), the Executive's estate shall be entitled to compensation, vesting and
benefits as described under Section 5(a) below.

            (c)   Permanent Disability. If the Executive's employment is
terminated due to Executive's Permanent Disability, the Executive shall be
entitled to such compensation, vesting and benefits as described under Section
5(b) below, which in addition to any payments under the Company's long-term
disability policy, shall constitute full and complete satisfaction of the
Company's obligations hereunder. For purposes of this Agreement, "PERMANENT
DISABILITY" means any incapacity due to physical or mental illness, a result of
which is that the Executive shall have been absent from the full-time
performance of his duties with the Company for six (6) consecutive months and
the Executive shall not have returned to the full-time performance of his duties
within thirty (30) days after written notice of termination is given to the
Executive.

            (d)   Termination Without Cause or For Good Reason. If the
Executive's employment is terminated by the Executive with "Good Reason" or by
the Company without cause, the Executive shall be entitled to such compensation,
vesting and benefits as described under Section 5(b) below. For purposes of this
Agreement, the following circumstances shall constitute "GOOD REASON" unless
such circumstances are fully corrected (provided such circumstances are capable
of correction) prior to the Date of Termination (as defined in section 4(g)):

                  1)    The Executive ceases to be an Officer of the Company
                        reporting to another Officer.

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                  2)    The Executive's Base Salary is reduced by a greater
                        percentage than the reduction applicable to any other
                        Officer.

                  3)    There is a reduction in the incentive compensation
                        target established for the position held by the
                        Executive that is not similarly applied in the same or
                        similar manner to all other Officers.

                  4)    There is a reduction or elimination of an executive
                        benefit or an employee benefit which reduction is not
                        applicable to all other Officers in the same or similar
                        manner provided however the number of awards made
                        pursuant to any stock option or equity participation
                        plan is at the discretion of the Chief Executive
                        Officer, the Compensation Committee or the Board at all
                        times and shall in no case be deemed to be Good Reason.

                  5)    There is a material breach of this Agreement by the
                        Company that is not remedied prior to the expiration of
                        the thirty (30) day period after receipt of written
                        notice thereof given by the Executive to the Company.

                  6)    The Company exercises its right not to extend the term
                        of this Agreement beyond the then current term, unless
                        such right is exercised with respect to all employment
                        agreements in effect with respect to other Officers. For
                        purposes of this Section 4 (d) 6) the term employment
                        agreements does not include agreements of the type
                        described in Section 11(n) relating to a change in
                        control of the Company.

The Executive's right to terminate employment for Good Reason pursuant to this
Section 4(d) shall not be affected by the Executive's incapacity due to physical
or mental illness or continued employment provided however. Good Reason shall be
asserted in writing delivered to the Chief Executive Officer within ninety (90)
days of the date the Executive knew or should have known of the event giving
rise to the Good Reason and if not so asserted within the ninety (90) day period
shall be deemed to be conclusively waived.

            (e)   Termination by Resignation or Retirement. If the Executive's
employment is terminated by the Executive's resignation or retirement, other
than at the written request of the Company or for Good Reason, the Company shall
pay the Executive all base salary, when due, through the date of termination at
the then current rate in effect at the time the Notice of Termination is given
plus all other amounts and benefits to which the Executive is entitled under any
compensation plan, or practice of the Company, pension plan, retirement savings
plan, equity participation plan, stock purchase plan, medical benefits and other
benefits of the Company or provided by law, at the time such payments are due
and the Company shall have no further obligations to the Executive under this
Agreement.

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            (f)   Notice of Termination. Any purported termination of the
Executive's employment by the Company or by the Executive (other than
termination due to death which shall terminate employment automatically,
voluntary resignation or retirement not for Good Reason) shall be communicated
by written Notice of Termination to the other party hereto in accordance with
Section 4. "NOTICE OF TERMINATION" shall mean a notice that shall indicate the
specific termination provision in this Agreement relied upon and shall set forth
in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated.

            (g)   Date of Termination, Etc. "DATE OF TERMINATION" shall mean (a)
if the Executive's employment is terminated due to death, the date of death; (b)
if the Executive's employment is terminated for Permanent Disability, thirty
(30) days after Notice of Termination is given (provided that the Executive has
not returned to the full-time performance of the Executive's duties during such
thirty (30) day period), (c) if the Executive's employment is terminated for
Cause or for Good Reason, or for any other reason (other than death, Disability,
voluntary resignation or retirement not for Good Reason), the date specified in
the Notice of Termination (which, in the case of a termination for Cause shall
not be less than thirty (30) days from the date such Notice of Termination is
given, and in the case of a termination for Good Reason shall not be less than
fifteen (15) nor more than sixty (60) days from the date such Notice of
Termination is given) or (d) if the Executive's employment is terminated by the
Executive's resignation or retirement, other than at the written request of the
Company or for Good Reason, the Date of Termination shall be the date when the
Executive ceases to be an employee of the Company by reason of the resignation
or retirement. Notwithstanding anything to the contrary contained in this
Section 4(g), if within fifteen (15) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
that a dispute exists concerning the termination, then the Date of Termination
shall be the date on which the dispute is finally determined, either by mutual
written agreement of the parties, or otherwise; provided, however, that the Date
of Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the party giving such notice pursues the resolution of
such dispute with reasonable diligence; provided, further, that in the event of
the Executive's death pending a dispute, if the resolution of such dispute is
ultimately in the Executive's favor, then the Date of Termination shall be the
date specified in the Notice of Termination.

      5.    Compensation upon Termination.

            (a)   Death. If the Executive's employment with the Company is
terminated by reason of the Executive's death, the Executive's estate shall be
entitled to the following:

                  (i)   payment of the Executive's base salary accrued through
            the Date of Termination;

                  (ii)  payment of the Executive's incentive compensation under
            all plans in effect at the Date of Termination paid at target but
            prorated over the period of each applicable plan through the Date of
            Termination;

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                  (iii) one (1) times the sum of the Executive's annual base
            salary at the then current rate in effect as of the Date of
            Termination payable in one (1) lump-sum payment;

                  (iv)  continuation of the Executive's medical, prescription
            drug, dental and vision benefits for the Executive's covered
            dependents for a period of twelve (12) months following the Date of
            Termination without any contribution required of the Executive's
            dependents; and

                  (v)   The Executive's equity participation awards granted
            pursuant to any equity participation plan of the Company shall
            immediately vest as of the Date of Termination and be exercisable
            for a period of three years following the Date of Termination or for
            such longer period following the Date of Termination specified by
            the award granted to the Executive, provided however, nothing in
            this Agreement shall act to extend the term of any equity
            participation award and no equity participation award may be
            exercised after the expiration of the term of the award specified in
            the award granted to the Executive.

            (b)   Termination for Permanent Disability, Without Cause or for
Good Reason. If the Executive's employment with the Company is terminated for
Permanent Disability, or by the Company without Cause, or by the Executive for
Good Reason, the Executive shall be entitled to the following:

                  (i)   payment of the Executive's base salary accrued through
            the Date of Termination;

                  (ii)  payment of the Executive's annual incentive compensation
            paid at the lesser of the Executive's annual target or the average
            percentage of the target paid to all other Officers, but prorated
            over the period of each applicable plan through the Date of
            Termination;

                  (iii) payment of the Executive's long term incentive
            compensation under all plans in effect at the Date of Termination
            paid at the Executive's target, but prorated over the period of each
            applicable plan through the Date of Termination;

                  (iv)  two (2) times the sum of Executive's annual Base
            Compensation at the then current rate in effect at the time of the
            Notice of Termination, payable in equal installments over a period
            of twenty-four (24) months following the Date of Termination, or at
            the election of the Company payable in one (1) lump-sum payment;

                  (v)   payment of the Executive's annual incentive compensation
            pursuant to the terms of the annual incentive compensation plan at
            the lesser of the Executive's annual target or the average
            percentage of the target paid to all

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            other Officers, for all annual compensation periods ending twenty
            four (24) months after the Date of Termination, with the final
            payment prorated to the end of the twenty four month period;

                  (vi)  continuation of the Executive's medical, prescription
            drug, dental and life insurance benefits for a period of twenty-four
            (24) months following the Date of Termination without any
            contribution required of the Executive and the dependents of the
            Executive; and

                  (vii) the Executive's equity participation awards granted
            pursuant to any equity participation plan of the Company shall
            immediately vest as of the Date of Termination and be exercisable
            for a period of three years following the Date of Termination or for
            such longer period following the Date of Termination specified by
            the award granted to the Executive, provided however, nothing in
            this Agreement shall act to extend the term of any equity
            participation award and no equity participation award may be
            exercised after the expiration of the term of the award specified in
            the award granted to the Executive.

            (c)   Payments. Payment of benefits under Section 5 (a) is subject
to reasonable evidence of authority to act for the decedent's estate. Payment of
benefits under Sections 5 (b)(ii),(iii),(iv) and (v) are subject to the release
provided under Section 5 (d) becoming effective. Except as otherwise provided in
this Agreement or accelerated by the Company at its election all payments under
this Section 5 shall be made in accordance with the Company's normal pay
practices, and shall be subject to applicable withholdings. Continuation of
benefits under Section 5(a)(iv) or 5(b)(vi), shall be in addition to and not
concurrent with any continuation rights Executive may have under the
Consolidated Omnibus Budget Reconciliation Act of 1985, or similar state law.

            (d)   Release. Payment of any amount to, or on behalf of, the
Executive pursuant to Sections 5(b)(ii),(iii),(iv) and (v) of this Agreement and
Executive's acceptance of such amounts shall be subject to the execution of a
general waiver and release of claims in the form attached hereto as Exhibit A or
such other form as the Company may reasonably request to provide a complete
release of all claims and causes of action the Executive or the Executive's
estate may have against the Company except claims and causes of action arising
out of, or related to, the obligations of the Company pursuant to this Agreement
and Claims (as defined in Exhibit A) for vested benefits under any pension plan,
retirement plan and savings plan, rights under any equity participation plan and
stock purchase plan and rights to continuation of medical care coverage pursuant
to the Consolidated Omnibus Budget Reconciliation Act of 1985 and any similar
state law.

            (e)   No Offset for Benefits. There shall be no offset to any
compensation or other benefits otherwise payable to, or on behalf of, the
Executive pursuant to the terms of Section 5 of this Agreement as a result of
the receipt by Executive of any pension, retirement or other benefit payments
(including, but not limited to, accrued vacation) except that there shall be an
offset for severance compensation payable pursuant to the Company's benefit
plans and

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programs based on the length of service with the Company and except as provided
by Section 11(n).

            (f)   Excise Tax.

                  (i)   Anything in this Agreement to the contrary
            notwithstanding, if it shall be determined that any payment or
            distribution to the Executive or for the Executive's benefit
            (whether paid or payable or distributed or distributable) pursuant
            to the terms of this Agreement or otherwise (the "Payment") would be
            subject to the excise tax imposed by section 4999 of the Code or any
            successor provision (the "Excise Tax"), then the Executive shall be
            entitled to receive from the Company an additional payment (the
            "Gross-Up Payment") in an amount such that the net amount of the
            Payment and the Gross-Up Payment retained by the Executive after the
            calculation and deduction of all Excise Taxes (including any
            interest or penalties imposed with respect to such taxes) on the
            payment and all federal, state and local income tax, employment tax
            and Excise Tax (including any interest or penalties imposed with
            respect to such taxes) on the Gross-Up Payment provided for in this
            Section 5(g), and taking into account any lost or reduced tax
            deductions on account of the Gross-Up Payment, shall be equal to the
            Payment;

                  (ii)  all determinations required to be made under this
            Section 5, including whether and when the Gross-Up Payment is
            required and the amount of such Gross-Up Payment, and the
            assumptions to be utilized in arriving at such determinations shall
            be made in good faith by the Accountants (as defined below) which
            shall provide the Executive and the Company with detailed supporting
            calculations with respect to such Gross-Up Payment within fifteen
            (15) business days of the receipt of notice from the Executive or
            the Company that has received or will receive a Payment. For the
            purposes of this Section 5(f), the "Accountants" shall mean the
            Company's independent certified public accountants serving
            immediately prior to the change in control that with other events
            results in the imposition of the Excise Tax. In the event that the
            Accountants are also serving as accountant or auditor for the
            individual, entity or group effecting a change in control that with
            other events results in the imposition of the Excise Tax, the
            Company shall appoint another recognized public accounting firm to
            make the determinations required hereunder (which accounting firm
            shall also be referred to herein as the "Accountants). All fees and
            expenses of the Accountants shall be borne solely by the Company.
            For the purposes of determining whether any of the Payments will be
            subject to the Excise Tax and the amount of such Excise Tax, such
            Payments will be treated as "parachute payments" within the meaning
            of section 280G of the Code, and all "parachute payments" in excess
            of the "base amount" (as defined under section 280G(b)(3) of the
            Code) shall be treated as subject to the Excise Tax, unless and
            except to the extent that in the opinion of the Accountants such
            Payments (in whole or in part) either do not constitute "parachute
            payments" or represent reasonable

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            compensation for services actually rendered (within the meaning of
            section 280G(b)(4) of the Code) in excess of the "base amount," or
            such "parachute payments" are otherwise not subject to such Excise
            Tax. For purposes of calculating whether the Excise Tax is
            applicable and determining the amount of the Gross-Up Payment, (A)
            to the extent not otherwise specified herein, reasonable assumptions
            and approximations may be made, (B) good faith interpretations of
            the Code may be relied upon and (C) the Executive shall be deemed to
            pay Federal income taxes at the highest applicable marginal rate of
            Federal income taxation for the calendar year in which the Gross-Up
            Payment is to be made and to pay any applicable state and local
            income taxes at the highest applicable marginal rate of taxation for
            the calendar year in which the Gross-Up Payment is to be made, net
            of the maximum reduction in Federal income taxes which could be
            obtained from the deduction of such state or local taxes if paid in
            such year (determined without regard to limitations on deductions
            based upon the amount of your adjusted gross income), and to have
            otherwise allowable deductions for Federal, state and local income
            tax purposes at least equal to those disallowed because of the
            inclusion of the Gross-Up Payment in the Executive's adjusted gross
            income. To the extent practicable, any Gross-Up Payment with respect
            to any Payment shall be paid by the Company at the time the
            Executive is entitled to receive the Payment and in no event will
            any Gross-Up Payment be paid later than five days after the receipt
            by the Executive of the Accountant's determination. Any
            determination by the Accountants shall be binding upon the Company
            and the Executive. As a result of uncertainty in the application of
            section 4999 of the Code at the time of the initial determination by
            the Accountants hereunder, it is possible that the Gross-Up Payment
            made will have been an amount less than the Company should have paid
            pursuant to this Section 5(f) (the "Underpayment"). In the event
            that the Company exhausts its remedies pursuant to Section 5(f) and
            the Executive is required to make a payment of any Excise Tax, the
            Underpayment shall be promptly paid by the Company to or for the
            Executive's benefit; and

            (iii) the Executive shall notify the Company in writing of any claim
            by the Internal Revenue Service that, if successful, would require
            the payment by the Company of the Gross-Up Payment. Such
            notification shall be given as soon as practicable after the
            Executive is informed in writing of such claim and shall apprise the
            Company of the nature of such claim and the date on which such claim
            is requested to be paid. The Executive shall not pay such claim
            prior to the expiration of the 30-day period following the date on
            which the Executive gives such notice to the Company (or such
            shorter period ending on the date that any payment of taxes,
            interest and/or penalties with respect to such claim is due). If the
            Company notifies the Executive in writing prior to the expiration of
            such period that it desires to contest such claim, the Executive
            shall:

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                  (a) give the Company any information reasonably requested by
                  the Company relating to such claim;

                  (b) take such action in connection with contesting such claim
                  as the Company shall reasonably request in writing from time
                  to time, including, without limitation, accepting legal
                  representation with respect to such claim by an attorney
                  reasonably selected by the Company;

                  (c) cooperate with the Company in good faith in order to
                  effectively contest such claim; and

                  (d) permit the Company to participate in any proceedings
                  relating to such claims;

            provided, however, that the Company shall bear and pay directly all
            costs and expenses (including additional interest and penalties)
            incurred in connection with such contest and shall indemnify the
            Executive for and hold the Executive harmless from, on an after-tax
            basis, any Excise Tax or income tax (including interest and
            penalties with respect thereto) imposed as a result of such
            representation and payment of all related costs and expenses.
            Without limiting the foregoing provisions of this Section 5(f), the
            Company shall control all proceedings taken in connection with such
            contest and, at its sole option, may pursue or forgo any and all
            administrative appeals, proceedings, hearings and conferences with
            the taxing authority in respect of such claim and may, at its sole
            option, either direct the Executive to pay the tax claimed and sue
            for a refund or contest the claim in any permissible manner, and the
            Executive agrees to prosecute such contest to a determination before
            any administrative tribunal, in a court of initial jurisdiction and
            in one or more appellate courts, as the Company shall determine;
            provided, however, that if the Company directs the Executive to pay
            such claim and sue for a refund, the Company shall advance the
            amount of such payment to the Executive, on an interest-free basis,
            and shall indemnify the Executive for and hold the Executive
            harmless from, on an after-tax basis, any Excise Tax or income tax
            (including interest or penalties with respect thereto) imposed with
            respect to such advance or with respect to any imputed income with
            respect to such advance (including as a result of any forgiveness by
            the Company of such advance); provided, further, that any extension
            of the statute of limitations relating to the payment of taxes for
            the taxable year of the Executive with respect to which such
            contested amount is claimed to be due is limited solely to such
            contested amount. Furthermore, the Company's control of the contest
            shall be limited to issues with respect to which a Gross-Up Payment
            would be payable hereunder and the Executive shall be entitled to
            settle or contest, as the case may be, any other issue raised by the
            Internal Revenue Service or any other taxing authority.

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      6.    Termination Obligations.

            (a)   The Executive hereby acknowledges and agrees that all personal
property and equipment furnished to or prepared by the Executive in the course
of or incident to the Executive's employment by the Company belongs to the
Company and shall be promptly returned to the Company upon termination of the
employment. "PERSONAL PROPERTY" includes, without limitation, all books,
manuals, records, reports, notes, contracts, lists, blueprints, and other
documents, or materials, or copies thereof (including computer files), and all
other proprietary information relating to the business of the Company or any
affiliate. Following termination of employment, the Executive will not retain
any written or other tangible material containing any proprietary information or
Confidential Information (as defined below) of the Company or any affiliate of
the Company.

            (b)   Upon termination of the employment, the Executive shall be
deemed to have resigned from all offices and directorships then held with the
Company or any affiliate of the Company.

            (c)   The representations and warranties contained herein and the
Executive's obligations and/or agreements under Sections 6, 7, 8, 9, 10 and 11
hereof shall survive termination of the employment and the expiration of this
Agreement.

            (d)   Construction. Any reference to the Company in this Section 6
shall include the Company and any entity which owns, is owned by or under common
ownership with the Company (an "AFFILIATE).

      7.    Records and Confidential Data.

            (a)   The Executive acknowledges that in connection with the
performance of his duties during the term of this Agreement, the Company will
make available to the Executive, or the Executive will have access to, certain
Confidential Information (as defined below) of the Company. The Executive
acknowledges and agrees that any and all Confidential Information learned or
obtained by the Executive during the course of his employment by the Company or
otherwise (including, without limitation, information that the Executive
obtained through or in connection with the Executive's stock ownership in and
employment by the Company prior to the date hereof) whether developed by the
Executive alone or in conjunction with others or otherwise, shall be and is the
property of the Company.

            (b)   The Executive shall keep all Confidential Information
confidential and will not use such Confidential Information other than in
connection with the Executive's discharge of his duties hereunder. The Executive
will safeguard the Confidential Information from unauthorized disclosure. This
covenant is not intended to, and does not limit in any way, any of the
Executive's duties or obligations to the Company under statutory or common law
not to disclose or to make personal use of the Confidential Information or trade
secrets.

                                       11
<PAGE>

            (c)   Following the Executive's termination hereunder, as soon as
possible after the Company's written request, the Executive will return to the
Company all written Confidential Information which has been provided to the
Executive and the Executive will destroy all copies of any analyses,
compilations, studies or other documents prepared by the Executive or for the
Executive's use containing or reflecting any Confidential Information. Within
ten (10) business days of the receipt of such request by the Executive, the
Executive shall, upon written request of the Company, deliver to the Company a
notarized document certifying that such written Confidential Information has
been returned or destroyed in accordance with this Section 7(c).

            (d)   For the purposes of this Agreement, "CONFIDENTIAL INFORMATION"
shall mean all confidential and proprietary information of the Company,
including, without limitation, the Company's marketing strategies, pricing
policies or characteristics, customers and customer information, product or
product specifications, designs, software systems, cost of equipment, customer
lists, business or business prospects, plans, proposals, codes, marketing
studies, research, reports, investigations, public relations methods, or other
information of similar character. For purposes of this Agreement, the
Confidential Information shall not include and the Executive's obligations under
this Section 7 shall not extend to (i) information which is available in the
public domain, (ii) information obtained by the Executive from third persons
(other than employees of the Company or its affiliates) not under agreement to
maintain the confidentiality of the same and (iii) information which is required
to be disclosed by law or legal process.

            (e)   Construction. Any reference to the Company in this Section 7
shall include the Company and its Affiliates.

      8.    Assignment of Inventions.

            (a)   Definition of Inventions. "INVENTIONS" mean discoveries,
developments concepts, ideas, methods, designs, improvements, inventions,
formulas, processes, techniques, programs, know-how and data, whether or not
paten table or registerable under copyright or similar statutes, except any of
the foregoing that (i) is not related to the business of the Company or the
Company's actual or demonstrable research or development, (ii) does not involve
the use of any equipment, supplies, facility or Confidential Information of the
Company, (iii) was developed entirely on the Executive's own time, and (iv) does
not result from any work performed by the Executive for the Company.

            (b)   Assignment. The Executive agrees to and hereby does assign to
the Company, without further consideration, all of his right, title and interest
in any and all Inventions the Executive may make during the term hereof.

            (c)   Duty to Disclose and Assist. The Executive agrees to promptly
disclose in writing all Inventions to the Company, and to provide all assistance
reasonably requested by the Company in the preservation of the Company's
interests in the Inventions including obtaining patents in any country
throughout the world. Such services will be without additional compensation if
the Executive is then employed by the Company and for reasonable

                                       12
<PAGE>

compensation and subject to his reasonable availability if he is not. If the
Company cannot, after reasonable effort, secure the Executive's signature on any
document or documents needed to apply for or prosecute any patent, copyright, or
other right or protection relating to an Invention, whether because of his
physical or mental incapacity or for any other reason whatsoever, the Executive
hereby irrevocably designates and appoints the Company and its duly authorized
Officers and agents as his agent and attorney-in-fact, to act for and on his
behalf and in his name and stead for the purpose of executing and filing any
such application or applications and taking all other lawfully permitted actions
to further the prosecution and issuance of patents, copyrights, or similar
protections thereon, with the same legal force and effect as if executed by the
Executive.

            (d)   Ownership of Copyrights. The Executive agrees that any work
prepared for the Company which is eligible for United States copyright
protection or protection under the Universal Copyright Convention or other such
laws or protections including, but not limited to, the Berne Copyright
Convention and/or the Buenos Aires Copyright Convention shall be a work made for
hire and ownership of all copyrights (including all renewals and extensions)
therein shall vest in the Company. If any such work is deemed not to be a work
made for hire for any reason, the Executive hereby grants, transfers and assigns
all right, title and interest in such work and all copyrights in such work and
all renewals and extensions thereof to the Company, and agrees to provide all
assistance reasonably requested by the Company in the establishment,
preservation and enforcement of the Company's copyright in such work, such
assistance to be provided at the Company's expense but without any additional
compensation to the Executive. The Executive hereby agrees to and does hereby
waive the enforcement of all moral rights with respect to the work developed or
produced hereunder, including without limitation any and all rights of
identification of authorship and any and all rights of approval, restriction or
limitation on use or subsequent modifications.

            (e)   Litigation. The Executive agrees to render assistance and
cooperation to the Company at its request regarding any matter, dispute or
controversy with which the Company may become involved and of which the
Executive has or may have reason to have knowledge, information or expertise.
Such services will be without additional compensation if the Executive is then
employed by the Company and for reasonable compensation and subject to his
reasonable availability if he is not.

            (f)   Construction. Any reference to the Company in this Section 7
shall include the Company and its Affiliates.

      9.    Additional Covenants.

            (a)   Non-Interference with Customer Accounts. Executive covenants
and agrees that (i) during employment and (ii) for a period of twenty four (24)
months commencing on the Date of Termination, except as may be required by
Executive's employment by the Company, Executive shall not directly or
indirectly, personally or on behalf of any other person, business, corporation,
or entity, contact or do business with any customer of the Company with

                                       13
<PAGE>

respect to any product, business activity or service which is competitive with
any product, business, activity or service of the type sold or provided by the
Company.

            (b)   Non-Competition. In consideration of and in connection with
the benefits provided to the Executive under this Agreement and in order to
protect the goodwill of the Company, the Executive hereby agrees that if the
Executive's employment is terminated, then, unless the Company otherwise agrees
in writing, for a period of twenty four (24) months commencing on the Date of
Termination, the Executive shall not, directly or indirectly, own, manage,
operate, join, control or participate in the ownership, management, operation or
control of, or be connected as a director, officer, employee, partner,
consultant or otherwise with any entity engaged in a business which sells, in
competition with the Company and its affiliates, the same type of products as
sold by the Company, including without limitation glass tableware, ceramic
dinnerware, metal flatware and plastic supplies to the foodservice industry
other than as a shareholder or beneficial owner owning five percent (5%) or less
of the outstanding securities of a public company. Without limiting the
foregoing, currently the following business operations among others sell, in
competition with the Company and its affiliates, the same type of products as
sold by the Company and its affiliates: Arc International, Anchor Hocking,
currently a unit of Newell Rubbermaid Inc., Cardinal International, Inc.,
Indiana Glass Company, currently a unit of Lancaster Colony Corporation, Oneida
Ltd. and any glass tableware manufacturer, seller or importer for Bormioli Rocco
Casa SpA, for the Kedaung group of companies of Indonesia or for the Sisecam
group of companies of Turkey including Pasabahce.

            (c)   No Diversion. The Executive covenants and agrees that in
addition to the other Covenants set forth in this Section 9, (i) during his
employment and (ii) for a period of two years following his Date of Termination,
Executive shall not divert or attempt to divert or take advantage of or attempt
to take advantage of any actual or potential business opportunities of the
Company (e.g., joint ventures, other business combinations, investment
opportunities, potential investors in the Company, and other similar
opportunities) of which the Executive became aware as a result of his employment
with the Company.

            (d)   Non-Recruitment. The Executive acknowledges that the Company
has invested substantial time and effort in assembling its present workforce.
Accordingly, the Executive covenants and agrees that during employment and for
period of twenty four (24) months commencing on the Date of Termination, the
Executive shall not either for the Executive's own account or jointly with or as
a manager, agent, officer, employee, consultant, partner, joint venture owner or
shareholder or otherwise on behalf of any other person, firm or corporation
directly or indirectly entice, solicit, attempt to solicit, or seek to induce or
influence any Officer or employee of the Company to leave his or her employment
with the Company or to offer employment to any person who on or during the six
(6) month period immediately preceding the date of such solicitation or offer
was an employee of the Company; provided, however, that this Section 9(d) shall
not be deemed to be breached with respect to an employee or former employee of
the Company who responds to a general advertisement seeking employment or who
otherwise initiates contact for the purpose of seeking employment.

                                       14
<PAGE>

            (e)   Non-Disparagement. Executive covenants and agrees that during
the Executive's employment and for period of twenty four (24) months commencing
on the Date of Termination, Executive shall not induce or incite claims of
discrimination, wrongful discharge, or any other claims against the Company or
any of its directors, Officers, employees or equity holders, by any other
persons, executives or entities, and the Executive shall not undertake any
harassing or disparaging conduct directed at the Company or any of its
directors, Officers, employees or equity holders, other than such statements
made as part of testimony compelled by law or legal process.

            (f)   Remedies. The Executive acknowledges that should the Executive
violate any of the covenants contained in Sections 6, 7, 8, or 9 hereof
(collectively, the "COVENANTS"), it would be difficult to determine the
resulting damages to the Company and, in addition to any other remedies it may
have, the Company shall be entitled to (x) temporary injunctive relief without
being required to post a bond, (y) permanent injunctive relief without the
necessity of proving actual damage and (z) forfeiture of all benefits otherwise
payable to or for the account of the Executive under Sections
5(b)(ii),(iii),(iv) and (v) following the violation. The Executive shall be
liable to pay all costs including reasonable attorneys' fees which the Company
may incur in enforcing or defending, to any extent, these Covenants, whether or
not litigation is actually commenced and including litigation of any appeal
taken or defended by the Company, where the Company succeeds in enforcing any
part of these Covenants. The Company may elect to seek one or more of these
remedies at its sole discretion on a case by case basis. Failure to seek any or
all remedies in one case does not restrict the Company from seeking any remedies
in another situation. Such action by the Company shall not constitute a waiver
of any of its rights.

            (g)   Severability and Modification of any Unenforceable Covenant.
It is the parties' intent that each of the Covenants be read and interpreted
with every reasonable inference given to its enforceability. However, it is also
the parties' intent that if any term, provision or condition of the Covenants is
held to be invalid, void or unenforceable, the remainder of the provisions
thereof shall remain in full force and effect and shall in no way be affected,
impaired or invalidated. Finally, it is also the parties' intent that if it is
determined any of the Covenants are unenforceable because of over breadth, then
the covenants shall be modified so as to make it reasonable and enforceable
under the prevailing circumstances.

            (h)   Tolling. If the Executive breaches any Covenant, the running
of the period of restriction shall be automatically tolled and suspended for the
amount of time that the breach continues, and shall automatically recommence
when the breach is remedied so that the Company shall receive the benefit of the
Executive's compliance with the Covenants. This paragraph shall not apply to any
period for which the Company is awarded and receives actual monetary damages for
breach by the Executive of a Covenant with respect to which this paragraph
applies.

            (i)   Construction. Any reference to the Company in this Section 9
shall include the Company and its affiliates.

                                       15
<PAGE>

      10.   No Assignment. This Agreement and the rights and duties hereunder
are personal to the Executive and shall not be assigned, delegated, transferred,
pledged or sold by the Executive without the prior written consent of the
Company. The Executive hereby acknowledges and agrees that the Company may
assign, delegate, transfer, pledge or sell this Agreement and the rights and
duties hereunder (a) to an affiliate of the Company or (b) to any third party in
connection with (i) the sale of all or substantially all of the assets of the
Company or (ii) a stock purchase, merger, or consolidation involving the
Company. This Agreement shall inure to the benefit of and be enforceable by the
parties hereto, and their respective heirs, personal representatives, successors
and assigns.

      11.   Miscellaneous Provisions.

            (a)   Payment of Taxes. Except as specifically provided for in this
Agreement, to the extent that any taxes become payable by the Executive by
virtue of any payments made or benefits conferred by the Company, the Company
shall not be liable to pay or obligated to reimburse the Executive for any such
taxes or to make any adjustment under this Agreement. Any payments otherwise due
under this Agreement to the Executive, including, but not limited to, the base
salary and any bonus compensation shall be reduced by any required withholding
for federal, state and/or local taxes and other appropriate payroll deductions.

            (b)   Notices. All notices and other communications required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly given or made (i) if delivered personally or (ii)
after the expiration of five days from the date upon which such notice was
mailed from within the United States by certified mail, return receipt
requested, postage prepaid, (iii) upon receipt by prepaid telegram or facsimile
transmission (with written confirmation of receipt) or (iv) after the expiration
of the second business day following deposit with an overnight delivery service.
All notices given or made pursuant hereto shall be so given or made to the
parties at the following addresses:

            If to the Executive:

            Timothy T. Paige
            3804 Sulphur Spring
            Toledo, OH  43606
            Phone:  419-531-5727

            If to the Company:

            Libbey Inc.
            300 Madison Avenue
            P.O. Box 10060
            Toledo, Ohio 43604
            Facsimile:  (419) 325-2585
            Attention:  Secretary

                                       16
<PAGE>

The address of any party hereto may be changed by a notice in writing given in
accordance with the provisions hereof.

            (c)   Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal or unenforceable, such
provision shall be severed and enforced to the extent possible or modified in
such a way as to make it enforceable, and the invalidity, illegality or
unenforceability thereof shall not affect the validity, legality or
enforceability of the remaining provisions of this Agreement.

            (d)   Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Ohio applicable to
contracts executed in and to be performed entirely within that state, except
with respect to matters of law concerning the internal corporate affairs of any
corporate entity which is a party to or the subject of this Agreement, and as to
those matters, the law of the jurisdiction under which the respective entity
derives its powers shall govern. The parties irrevocably agree that all actions
to enforce an arbitrator's decision pursuant to Section 11(l) of this Agreement
shall be instituted and litigated only in federal, state or local courts sitting
in Toledo, Ohio and each of such parties hereby consents to the exclusive
jurisdiction and venue of such court and waives any objection based on forum non
conveniens.

            (E)   WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE, RELEASE AND
RELINQUISH ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO
ANY ACTIONS TO ENFORCE AN ARBITRATOR'S DECISION PURSUANT TO SECTION 11(l) OF
THIS AGREEMENT.

            (f)   Counterparts. This Agreement may be executed in counterparts,
each of which shall be an original, but all of which shall constitute one and
the same instrument.

            (g)   Entire Understanding. This Agreement including all Exhibits
and Recitals hereto which are incorporated herein by this reference, together
with the other agreements and documents being executed and delivered
concurrently herewith by the Executive, the Company and certain of its
affiliates, constitute the entire understanding among all of the parties hereto
and supersedes any prior understandings and agreements, written or oral, among
them respecting the subject matter within.

            (h)   Limitation on Liabilities. If the Executive is awarded any
damages as compensation for any breach of this Agreement or a breach of any
covenant contained in this Agreement (whether express or implied by either law
or fact), such damages shall be limited to contractual damages (including
reasonable attorneys' fees) and shall exclude (i) punitive damages and (ii)
consequential and/or incidental damages (e.g., lost profits and other indirect
or speculative damages). The maximum amount of damages that the Executive may
recover for any reason shall be all amounts owed (but not yet paid) to the
Executive pursuant to this Agreement.

                                       17
<PAGE>

            (i)   Pronouns and Headings. As used herein, all pronouns shall
include the masculine, feminine, neuter, singular and plural thereof wherever
the context and facts require such construction. The headings, titles and
subtitles herein are inserted for convenience of reference only and are to be
ignored in any construction of the provisions hereof.

            (j)   Amendment. Except as set forth in Sections 9(g) and 11(c)
above, this Agreement shall not be changed or amended unless in writing and
signed by both the Executive and the Chairman of the Board of Directors or
unless amended by the Company in any manner provided that the rights and
benefits of the Executive shall not be diminished by any amendment made by the
Company without the Executive's written consent to such amendment.

            (k)   Advice of Counsel. The Executive acknowledges (i) that he has
consulted with or has had the opportunity to consult with independent counsel of
his own choice concerning this Agreement and has been advised to do so by the
Company, and (ii) that he has read and understands this Agreement, is fully
aware of its legal effect, and has entered into it freely based on his own
judgment.

            (l)   Arbitration. Notwithstanding anything herein to the contrary,
in the event that there shall be a dispute among the parties arising out of or
relating to this Agreement, or the breach thereof, the parties agree that such
dispute shall be resolved by final and binding arbitration in Toledo, Ohio,
administered by the American Arbitration Association (the "AAA"), in accordance
with AAA's Employment ADR Rules. The arbitrator's decision shall be final and
binding upon the parties, and may be entered and enforced in any court of
competent jurisdiction by either of the parties. The arbitrator shall have the
power to grant temporary, preliminary and permanent relief, including without
limitation, injunctive relief and specific performance. The arbitrator's fees
and expenses shall be paid by the Company.

            (m)   Attorney's Fees. If any arbitration or other proceeding,
including without limitation any hearing before the Board, any arbitration
proceeding, any proceeding to enforce an arbitration award, any legal action and
any appeal, is brought by one party against the other relating to, or in
connection with this Agreement, the Company shall reimburse the Executive
reasonable attorneys' fees and other costs within a reasonable time after the
same are incurred in addition to any other relief to which the Executive may be
entitled.

            (n)   Effect on Other Agreements. This Agreement supersedes and
terminates all prior employment agreements by and between the Executive and the
Company including the Employment Agreement dated January 1, 1997 except the
Letter Agreement dated as of May 27, 1998, as amended May 21, 1999 between the
Executive and the Company (the "Letter Agreement") that provides to Executive
certain benefits if a change of control (as defined in the Letter Agreement) of
the Company occurs. It is the intention of the parties hereto and thereto that
this Agreement provide benefits which are not otherwise provided by the Letter
Agreement. Therefore, if during the term of this Agreement the Executive is
entitled to payment under both this Agreement and the Letter Agreement, the
Executive shall only receive the greater of the benefits provided under this
Agreement or under the Letter Agreement, but not both. If

                                       18
<PAGE>

Executive receives benefits under this Agreement, all rights to receive any
benefits under the Letter Agreement shall be waived, and vice versa.

      IN WITNESS WHEREOF, this Agreement has been executed as of the date and
year first above written.

                              THE COMPANY:

                              LIBBEY INC.

                              By:   /s/ Arthur H. Smith
                                 ----------------------------------------
                              Name: Arthur H. Smith
                              Title: Vice President, General Counsel & Secretary

                              THE EXECUTIVE:

                                    /s/ Timothy T. Paige
                              ----------------------------------------
                              Name: Timothy T. Paige

                                       19
<PAGE>

                                   SCHEDULE 1

            Base salary of the Executive as of the date of this Agreement and
            subsequent revisions.

            The Executive shall be eligible to participate in the following
            benefit plans and programs of the Company:

                        1.    The annual performance incentive compensation plan
                              for corporate Officers (currently the "Senior
                              Management Incentive Plan"). The target percentage
                              for an Executive's participation shall be the
                              target percentage currently in effect for the
                              position as of the date of this Agreement and any
                              subsequent revisions.

                        2.    The long term incentive compensation plan
                              (currently the Libbey Inc. Long Term Incentive
                              Compensation Plan). The target percentage for an
                              Executive's participation shall be the target
                              percentage currently in effect for the position as
                              of the date of this Agreement and any subsequent
                              revisions.

                        3.    Stock option and equity participation plan
                              (currently the 1999 Equity Participation Plan of
                              Libbey Inc.

                        4.    Libbey Inc. Salaried Cash Balance Pension Plan

                        5.    Libbey Inc. Supplemental Retirement Plan

                        6.    Libbey Inc. Retirement Savings Plan

                        7.    Libbey Inc. Executive Savings Plan

                        8.    Corporate Officers Insurance Plan

                        9.    Financial Investment Counseling

                        10.   Executive Physical

                        11.   Deferred Compensation Plan (if and when adopted)

                        12.   Such other benefit plans and arrangements as the
                              Company provides, from time to time, to salaried
                              employees generally

                                       A-1
<PAGE>

                                    EXHIBIT A
                      GENERAL RELEASE AND WAIVER OF CLAIMS

            The undersigned, ________________ resident of the State of
____________("RELEASOR"), in accordance with and pursuant to the terms of
Section 5(d) of the Employment Agreement (the "AGREEMENT"), dated as of
_________, 2004, between Libbey Inc., a Delaware corporation (the "COMPANY"),
and Releasor, and the consideration therein provided, except as set forth
herein, hereby remises, releases and forever discharges and covenants not to
sue, and by these presents does for Releasor and Releasor's legal
representatives, trustees, beneficiaries, heirs and assigns (Releasor and such
persons referred to herein, collectively, as the "RELEASING PARTIES") hereby
remise, release and forever discharge and covenant not to sue the Company and
its affiliates and the respective Officers, directors, employees, equity
holders, agent and representatives of each of them and all of their respective
successor and assigns (each a "RELEASED PARTY" and collectively, the "RELEASED
PARTIES"), of and from any and all manner of actions, proceedings, claims,
causes of action, suits, promises, damages, judgments, executions, claims and
demands, of any nature whatsoever, and of every kind and description, choate and
inchoate, known or unknown, at law or in equity (collectively, "CLAIMS"), which
the Releasing Parties, or any of them, now have or ever had, or hereafter can,
shall or may have, for, upon or by reason of any matter, cause or thing
whatsoever, against the Released Parties, and each of them, from the beginning
of time to the date hereof;

            (i)  arising from Releasor's employment, compensation, commissions,
      deferred compensation plans, insurance, stock ownership, stock options,
      employee benefits, and other terms and conditions of employment or
      employment practices of the Company under federal, state or local law or
      regulation, including, but not limited to the Employee Retirement Income
      Security Act of 1974, as amended;

            (ii) relating to the termination of Releasor's employment or the
      circumstances surrounding thereof based on any contract, tort,
      whistleblower, personal injury, retaliatory, wrongful discharge or any
      other theory under any federal, state or local constitution, law,
      regulation, common law or otherwise; (iii) relating to payment of any
      attorneys' fees incurred by Releasor; and

            (iv) based on any alleged discrimination on the basis of race,
      color, religion, sex, age, national origin, handicap, disability or
      another category protected by any federal, state or local law or
      regulation, including, but not limited to, the Age Discrimination in
      Employment Act, Title VII of the Civil Rights Act of 1964, the Americans
      with Disabilities Act, the Fair Labor Standards Act, the Older Workers
      Benefit Protection Act

                                       A-2
<PAGE>

      of 1990, or Executive Order 11246 (as any of these laws or orders may have
      been amended) or any other similar federal, state or local labor,
      employment or anti-discriminatory laws.

            Notwithstanding any other provision of this General Release and
Waiver of Claims, Releasor does not release or waive Releasor's rights and
Claims against the Company arising out of, or related to, the obligations of the
Company pursuant to the Agreement, Claims for Releasor's vested benefits under
any pension plan, retirement plan and savings plan, rights under any equity
participation plan and stock purchase plan and rights to continuation of medical
care coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of
1985 and any similar state law.

            Releasor represents and warrants on behalf of the Releasing Parties
that there has been, and there will be, no assignment or other transfer of any
right or interest in any Claims which Releasor has or may have against the
Released Parties, and Releasor hereby agrees to indemnify and hold each Released
Party harmless from any Claims, costs, expenses and attorney's fees directly or
indirectly incurred by any of the Released Parties as a result of any person
asserting any right or interest pursuant to his, her or its assignment or
transfer of any such right or interest.

            Releasor agrees that if any Releasing Party hereafter commences,
joins in, or in any manner seeks relief through any suit arising out of, based
upon, or relating to any of the Claims released hereunder, or in any manner
asserts against any Released Party any of the Claims released hereunder, then
Releasor will pay to such Released Party, in addition to any all damages and
compensation, direct or indirect, all attorney's fees incurred in defending or
otherwise responding to such suit or Claims.

            Releasor acknowledges that (i) Releasor has received the advice of
legal counsel in connection with this General Release and Waiver of Claims, (ii)
Releasor has read and understands that this is a General Release and Waiver of
Claims, and (iii) Releasor it intends to be legally bound by the same.

            Releasor acknowledges that Releasor has been given the opportunity
to consider this Release for twenty-one (21) days and has been encouraged and
given the opportunity to consult with legal counsel of Releasor's choosing
before signing it. Releasor understands that Releasor shall have seven (7) days
from the date on which Releasor executes this General Release and Waiver of
Claims (as indicated by the date below his signature) to revoke Releasor's
signature and agreement to be bound hereby by providing written notice of
revocation to the Company within such seven (7) day period. Releasor further
understands and acknowledges this Release shall become effective, if not sooner
revoked, on the eighth day after the execution hereof by Releasor (the
"EFFECTIVE DATE").

                                       A-3
<PAGE>

            IN WITNESS WHEREOF, Releasor has executed and delivered this General
Release and Waiver of Claims on behalf of the Releasing Parties as of the day
and year set forth below.

Dated: _____________, 20__.

                                    RELEASOR:

                                    ___________________________________
                                    Name:______________________________

            [Signature Page to General Release and Waiver of Claims]

</TEXT>
</DOCUMENT>
