GOODYEAR
SUPPLEMENTARY PENSION PLAN
October 7,
2008 Restatement, effective January 1, 2005
This
Restatement is to provide provisions for compliance with
Section 409A of the Internal Revenue Code for all benefits
under this Plan that were not both earned and vested prior to
January 1, 2005 within the meaning of Section 409A of the
Code (“Post-2004 Benefits”). All provisions of the Plan
as last amended on August 28, 2003 apply to the accrued
benefits that were earned and vested as of December 31, 2004
within the meaning of Section 409A of the Code
(“Pre-2005 Benefits”). Where a prior provision no
longer applies, that Section will be shown as the original applying
to Pre-2005 Benefits (“Pre-2005 Provisions”) and the
revised sections, if any, applying only to Post-2004 Benefits
(“Post-2004 Provisions”). Nothing contained herein is
intended to materially enhance a benefit or right with respect to
Pre-2005 Benefits under the Plan as of October 3, 2004 or add
a new material benefit or right to such Pre-2005
Benefits.
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I.
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ELIGIBLE EMPLOYEES
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Each employee of The Goodyear Tire & Rubber Company and its
subsidiary and affiliated companies (collectively hereinafter
sometimes called “Goodyear Companies”) who is a
participant in the Retirement Plan for Salaried Employees and/or
its successor, The Salaried Pension Plan, The Salaried Savings Plan
or a comparable retirement plan for salaried employees which
complies with the requirements of Treasury Regulation Section
1.409A-3(j)(5) (herein collectively referred to as
“RPSE”), and has been selected from time to time by the
Compensation Committee of the Board of Directors as a participant
in this Supplementary Pension Plan, shall be eligible to
participate either as a participant for Group I or Group II
benefits as determined by the Compensation Committee and shall
participate in this Plan to the extent of the benefits provided
herein (hereinafter referred to as
“participant”).
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II.
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DEFINITIONS
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(a)
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All terms used in this Plan which are defined in the RPSE shall
have the same meanings herein as therein, unless otherwise
expressly provided in this Plan.
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(b)
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For establishing Group I Benefits under this Plan, Monthly
Retirement Income shall mean the sum of an employee’s
Non-Contributory Pension calculated in the manner provided in the
RPSE and his Contributory Pension calculated in the manner provided
under Section III of this Plan (without regard to
Section 415 of the Code). The Chief Executive Officer is given
authority with respect to any participant other than himself and
the Compensation Committee is given authority with respect to the
Chief Executive Officer as a participant to designate for any given
year that the earnings of such participant will be calculated by
substituting the participant’s target bonus amount under the
Performance Recognition Plan in place of the actual bonus
amount.
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(c)
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For establishing Group II Benefits under this Plan, an
employee’s Monthly Retirement Income shall mean the sum of
his Non-Contributory Pension calculated in the manner provided in
the RPSE as amended May 1, 1985, and his Contributory Pension
calculated in the manner provided under Section IV of this
Plan (without regard to Section 415 of the Code). The Chief
Executive Officer is
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given authority with respect to any participant other than himself
and the Compensation Committee is given authority with respect to
the Chief Executive Officer as a participant to designate for any
given year that the earnings of such participant will be calculated
by substituting the participant’s target bonus amount under
the Performance Recognition Plan in place of the actual bonus
amount.
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(d)
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(Only applies as a Post-2004 Provision)
A Specified Employee is an employee who is a specified employee in
accordance with Section 409A of the Code. The specified
employee identification date for the Plan is December 31 of
each year. The specified employee effective date for the Plan is
each following January 1.
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(e)
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(Only applies as a Post-2004 Provision and with respect to
Post-2004 Benefits)
For purposes of establishing whether an employee has had a
separation from service, the employee will be deemed to have a
separation from service on the date of retirement, if the employee
after the date of retirement is not reasonably anticipated to
provide a level of bona fide services that exceeds 25% of the
average level of bona fide services provided by the employee in the
immediately preceding 36 months (or the total period of
employment, if less than 36 months), within the meaning of
Section 409A of tax code.
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Continuous Service includes all years of Continuous Service under
the RPSE and any additional years of service granted through the
Company’s Continuity Plan.
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(a)
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Amount of Contributory Pension
. Contributory Pension shall be an amount equal to the product
of:
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(i)
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1/12
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of the Participant’s Average Annual Earnings in excess of the
applicable Break Point.
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(ii)
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2.2 percent for each of employee’s first 10 years
of Continuous Service, plus
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1.6 percent for each of employee’s next 10 years of
Continuous Service, plus
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1.0 percent for each of employee’s next 10 years of
Continuous Service, plus
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0.6 percent for each year of Continuous Service in excess of
30.
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(b)
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Amount of Supplementary Pension at Normal Retirement
. The monthly Supplementary Pension payable to an eligible employee
for Group I benefits who retires on his normal retirement date
under the RPSE shall be determined as the excess, if any, of
(i) over (ii) where:
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(i)
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is the employee’s total Monthly Retirement Income,
and
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(ii)
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is the employee’s retirement benefit composed of the sum of
(A) the Non-Contributory Pension calculated in the manner
provided in the RPSE, (B) theContributory Pension calculated
in the manner provided in the RPSE and (C) the amount of
Retirement Contributions made for the Participant in the Salaried
Savings Plan assuming interest credited at 120% of the Applicable
Federal Long-Term Rate (as prescribed under Section 1274(d) of the
Code), compounded monthly, as of the first day of each calendar
quarter.
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(a)
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Amount of Contributory Pension
. Contributory Pension shall be equal to the greater of:
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(i)
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1/12
th
of an amount equal to 60 percent of the aggregate
contributions made by him under the Plan; or
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(ii)
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an amount equal to the product of
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(A)
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his Adjusted Earnings in excess of his Monthly Base
Amount,
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(B)
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2.4 percent for each of his first 10 years of Continuous
Service, plus
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1.8 percent for each of his next 10 years of Continuous
Service, plus
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1.2 percent for each of his next 10 years of Continuous
Service, plus
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0.6 percent for each year of Continuous Service in excess of
30;
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subject, however, to a maximum of 2.2 percent for each year of
Continuous Service if he has less than 15 years of Continuous
Service.
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(b)
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Amount of Supplementary Pension at Normal Retirement
. The monthly Supplementary Pension payable to an eligible employee
for Group II benefits who retires on his normal retirement date
under the RPSE shall be determined as the excess, if any, of
(i) over (ii) where:
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(i)
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is the employee’s total Monthly Retirement Income,
and
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(ii)
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is the employee’s retirement benefit actually determined
under the sum of Non-Contributory and Contributory Pensions
calculated in the manner provided in the RPSE.
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V.
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AMOUNT OF SUPPLEMENTARY PENSION AT EARLY RETIREMENT
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The monthly Supplementary Pension payable to a participant who
retires before attaining normal retirement age under the RPSE shall
first be computed in the manner provided by Section III or IV
depending upon the participant’s Group, taking into account
only Continuous Service and Average Earnings to the actual date of
early retirement. Such Supplementary Pension shall then be reduced
by 4/10 percent for each entire calendar month by which the
date of retirement precedes the first day of the month next
following the month in which the day preceding the
participant’s 62
nd
birthday occurs.
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VI.
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AMOUNT OF SUPPLEMENTARY PENSION AT DISABILITY RETIREMENT
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(Only applies as a Pre-2005 Provision)
The monthly Supplementary Pension payable to a participant who
retires on a deferred disability pension under the RPSE shall be
computed in the manner provided by Section III or IV depending
upon the participant’s Group, taking into account only
Continuous Service and Average Earnings to the actual date of
disability retirement.
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AMOUNT OF SUPPLEMENTARY PENSION UPON DISABILITY
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(Only applies as a Post-2004 Provision)
All Supplementary Pension Post-2004 Benefits will be paid in a lump
sum within 90 days after the Participant becoming
disabled.
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A Participant is disabled if the Participant receives at least
twelve months of the Company’s Long-Term Disability Benefits
for Salaried Employees provided that the definition of disability
under such plan remains in compliance with Treasury
Regulation Section 1.409A-3(i)(4).
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VII.
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CALCULATION OF BENEFITS
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Participants in this Plan designated as Group I participants who
were also participants in this Plan as of June 1, 1988, shall
have their benefits calculated under the Group II benefit program
as well as under the Group I benefit program and shall be entitled
to receive the higher benefit.
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VIII.
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CHANGE IN SUPPLEMENTARY BENEFIT
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The retirement benefit provided under this Plan is subject to
reduction after a participant’s retirement based on increases
in his benefits under the RPSE due to Section 415 limit
changes. Even though a change in the supplementary benefit may
occur as provided in this Section, no change will occur to the
participant’s aggregate benefits under this Plan and the
RPSE. The Compensation Committee of the Board of Directors may, in
its discretion, add years to a participant’s years of service
for purposes of calculating the participant’s Supplementary
Pension prior to the Participant’s participation in this
Plan.
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IX.
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OPTIONAL METHODS OF PAYMENT
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(Only applies as a Pre-2005 Provision)
A Participant may choose to have their Pre-2005 Benefit paid in any
optional form that applies with respect to an employee’s
pension under the RPSE, however, such optional form shall be
independently elected (from the election made for the form of
payment for the benefit under the RPSE) for the
Supplement
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