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| Performance Share Grant
Agreement |
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Exhibit 10.6 |
1. The Performance Share Unit
Grant for the number of Units specified on the award summary page
is granted to you under, and governed by the terms and conditions
of, the 2008 Performance Plan of The Goodyear Tire & Rubber
Company, adopted effective April 8, 2008 (the
“Plan”), and this Grant Agreement. As your awards are
conveyed and managed online, your online acceptance constitutes
your agreement to, and acceptance of, all terms and conditions of
the Plan and this Grant Agreement. You also agree that you have
read and understand the provisions of the Plan, this Grant
Agreement and Annex A. All defined terms used in this Grant
Agreement have the meanings set forth in the Plan.
2. All rights conferred upon you
under the provisions of this Grant Agreement are personal to you
and no assignee, transferee or other successor in interest shall
acquire any rights or interests whatsoever under this Grant
Agreement, which is made exclusively for the benefit of you and the
Company, except by will or the laws of descent and
distribution.
3. As further consideration for
the Units granted to you hereunder, you must remain in the
continuous employ of the Company or one or more of its Subsidiaries
until December 31, 20___, the end of the Performance Period.
Any Units earned will be prorated in the event of your death,
Retirement (defined as termination of employment at any age after
30 or more years, or at age 55 or older with at least
10 years, of continuous service with the Company and its
Subsidiaries) or Disability (defined as termination of employment
while receiving benefits under a long-term disability income plan
maintained by the Company or one of its Subsidiaries) prior to
completion of the Performance Period. Any proration is based on the
last day you worked. Nothing contained herein shall restrict the
right of the Company or any of its Subsidiaries to terminate your
employment at any time, with or without cause.
4. You will forfeit the right to
receive any distribution or payment under this award if you enter
into a relationship either as an employee, consultant, agent or in
any manner whatsoever with an entity that sells products in
competition with products sold by the Company and its Subsidiaries
within six months after the earlier of (1) the date you
receive your distribution of Units earned or (2) the date you
cease to be an employee of the Company or one of its
Subsidiaries.
5. The number of Units earned
will be paid as follows:
(a) Each Unit earned will be valued
at a dollar amount equal to the Fair Market Value of the Common
Stock on December 31, 20___(the “Unit
Value”).
(b) The Company will pay to you an
amount equal to 50% of the Unit Value multiplied by the total
number of Units earned in cash and an amount equal to 50% of the
total number of units earned in shares of Common Stock, less such
withholding and payroll taxes as the Company shall determine to be
necessary or appropriate (withholding and payroll taxes to be
deducted from the cash portion of the payment) by March 15,
20___; provided, however, that notwithstanding the foregoing, you
may elect, by delivering a written notice of your election to the
Company not later than June 30, 20___, to defer all or a
specified whole
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| Performance Share Grant
Agreement |
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percentage of
the aforesaid Units earned until the Optional Deferral Date (as
defined below), in which event the amount you elect to defer (which
shall be equal to the product of UE x PDE, where UE equals the
number of Units earned and PDE equals the percentage, expressed as
a decimal, of the Units earned you elect to defer) will be credited
by March 15, 20___to an account maintained in the records of
the Company (the “Optional Deferred Amount”) and will
be converted into Deferral Units (as defined below). The amount of
such deferral will be reduced, if necessary, to pay such tax,
payroll and other withholding obligations as the Company shall
determine to be necessary or appropriate.
(c) Notwithstanding the foregoing,
the Compensation Committee of the Board of Directors may, at its
sole election, at any time and from time to time require that the
payment of the entire, or any portion of the, Unit Value of any
number of the Units earned shall be deferred until the Optional
Deferral Date, or such later date as it shall deem appropriate, in
order for the Company to conform to the requirements of Section
162(m) of the Internal Revenue Code (the “Required Deferral
Amount”). Any Required Deferral Amount so deferred will be
credited to an account maintained in the records of the Company and
will be converted into Deferral Units, the number of which shall be
determined by dividing each amount so deferred by the Fair Market
Value of the Common Stock on the date of such deferral.
6. As used herein, the term: (1)
“Deferral Unit” means an equivalent to a hypothetical
share of the Common Stock; (2) “Optional Deferral Date”
means the first business day of the twelfth month following the
month during which you cease to be employed by the Company, or one
of its Subsidiaries, for any reason (whether Retirement,
Disability, death, voluntary termination or otherwise); (3)
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