THE
GOODYEAR TIRE & RUBBER COMPANY
GRANT
AGREEMENT
CASH PERFORMANCE UNIT GRANT
The
2008 Performance Plan of The Goodyear Tire & Rubber Company
(the “Company”) was adopted by the Board of Directors
at their meeting on April 8, 2008 (the “Plan”). A
copy of the Plan is attached. At the
, 20___ meeting of the Compensation Committee of the Board of
Directors (the “Committee”), you were awarded a Cash
Performance Unit Grant (the “Units”) as
follows:
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Date
of Grant:
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Number
of Units Granted:
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Performance
Period:
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1-1-___
through 12-31-___
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Unit
Value
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$0 to
$200
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The
value of the Cash Performance Units specified above (the
“Unit Value”) which you will earn at the end of the
-year Performance Period specified above (the “Performance
Period”) will be determined and contingent upon the extent to
which Performance Goals are achieved. The Unit Value may be
adjusted from $0 up to $200, depending on the level of achievement
of Performance Goals. Payment of the Units will be made as provided
under the General Terms and Conditions. The Performance Measures,
Performance Goals and Unit Value schedule for the Performance
Period for your Cash Performance Unit Grant are described in Annex
A.
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The
Goodyear Tire & Rubber Company
, 20___
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Grant
Agreement received and agreed to:
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Date
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GRANT
AGREEMENT
(Continued)
General
Terms and Conditions
1. The
Cash Performance Unit Grant for the number of Units specified above
is granted to you under, and governed by the terms and conditions
of, the Plan and this Grant Agreement. Your execution and return of
the enclosed copy of this Grant Agreement 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. The
Number of Units Granted will be multiplied by the Unit Value to
determine the dollar amount of the Performance Award (the
“Performance Award”) to be paid after the end of the
Performance Period as provided in Section 8 of this Grant
Agreement. All awards will be paid in cash.
4. As
further consideration for the Units granted to you hereunder,
except as otherwise provided in this Section 4 or in
Section 5, 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. The number of units
granted will be prorated in the event of your death or 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 prior to completion of the Performance
Period. Pro-rata units are calculated by dividing the number of
months worked by the number of months in the Performance Period
(___) and multiplying the result by the Number of Units Granted.
For purposes of the pro-rata unit calculation, if any portion of a
month is worked, credit will be provided for the full month. The
Performance Award will be determined by multiplying the prorated
Number of Units Granted by the Unit Value for the Performance
Period and paid after the end of the Performance Period as provided
in Section 8 of this Grant Agreement. Further, in the event
that you incur a Severance during the Performance Period, the Units
shall be deemed to have been fully earned at the target amount of
the award opportunity specified in Annex A, to the extent provided
in Section 8 of this Grant Agreement, and shall be paid as
provided in Section 8 of this Grant Agreement. The Performance
Award will be paid in cash. 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.
5. In
the event your employment status changes during the Performance
Period due to layoff, leave of absence or termination of employment
while receiving benefits for a period of not less than one year
under a long-term disability income plan provided by a government
or sponsored by the Company or one of its Subsidiaries, the number
of units granted will be prorated. Pro-rata units are calculated by
dividing the number of months worked by the number of months in the
Performance Period (___) and multiplying the result by the Number
of Units Granted. For purposes of the pro-rata unit calculation, if
any portion of a month is worked, credit will be provided for the
full month. The Performance Award will be determined by
Page 2 of 7
GRANT
AGREEMENT
(Continued)
multiplying
the prorated Number of Units Granted by the Unit Value for the
Performance Period and paid after the end of the Performance Period
as provided in Section 8 of this Grant Agreement. The
Performance Award will be paid in cash.
6. In
the event you retire or otherwise terminate your employment with
the Company or a Subsidiary and within 18 months after such
termination date you accept employment with a competitor of, or
otherwise engage in competition with, the Company, the Committee,
in its sole discretion, may require you to return, or (if not
received) to forfeit, to the Company the payments made (or to be
made) hereunder which you have received (or will receive) at any
time on or after the date which is six months prior to the date of
your termination of employment with the Company. Additionally, all
Units granted to you hereunder which are outstanding prior to your
competitive engagement shall be automatically cancelled.
7. You
will be required to satisfy all federal, state and local tax and
payroll withholding obligations arising in respect of any
distribution of cash to you or deferral of the Units. Such
withholding obligations will be deducted from your
Units.
8. (a) Except
as provided in Section 8(b), any payment of a Performance
Award shall be made (i) after the end of the Performance
Period but in no event later than March 15, 20___; or (ii) (A)
in the event of your earlier Severance during the Performance
Period which also constitutes a “Severance” for
purposes of the Company’s Continuity Plan for Salaried
Employees (or any successor to such plan) (the “Continuity
Plan”), pursuant to the provisions of the Continuity Plan in
respect of any Units granted pursuant to the Plan and this Grant
Agreement, as a successor plan to the Company’s Executive
Performance Plan, and, in that event, Section 13 of the Plan
shall not apply and you will not be entitled to receive any
additional payment in respect of the Units under the Plan or this
Grant Agreement, or (B) in the event of your earlier Severance
during the Performance Period which does not constitute a
“Severance” for purposes of the Continuity Plan, within
30 days after your Severance.
(b) Notwithstanding
the foregoing, you may elect on a form provided by the Company (the
“Deferral Election”) to defer all or a specified whole
percentage of the Units earned in accordance with the parameters
specified in Section 8(c)(4), in which event the amount you
elect to defer will be credited by March 15, 20___ to an
account maintained in the records of the Company and will be
invested as provided in Section 8(d). The Deferral Election
must be filed with the Company by, and shall become irrevocable as
of, December 31 (or such earlier date as specified by the
Company on the Deferral Election) of the calendar year next
preceding the first day of the Performance Period for which such
Units would otherwise be earned. If you first become eligible to
defer the Units after the beginning of the Performance Period
(within the meaning of Section 409A of the Code and after
applying the plan aggregation rules for voluntary deferral plans),
the Deferral Election must be filed with the Company by, and shall
become irrevocable as of, the thirtieth (30th) day following the
Date of Grant (or such earlier date as specified by the Company on
the Deferral Election) and shall only apply to the Units earned
after the Deferral Election becomes irrevocable using the
procedures set forth under Section 409A of the Code. Once
irrevocable, a Deferral Election shall not be amend
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