RESTRICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and
entered into this
day of
, 20
, between The Goodyear Tire & Rubber Company, an Ohio
corporation, with its principal office at 1144 East Market Street,
Akron, Ohio 44316-0001 (hereinafter referred to as the
“Company”), and Name , title , of the
Company residing at address (hereinafter referred to as
“Grantee”).
WITNESSETH: that
WHEREAS , Grantee became an
employee of the Company on
, 20
and was
appointed Title of the Company effective
, 20
; and
WHEREAS , the Compensation
Committee of the Board of Directors of the Company deemed it in the
best interest of the Company and in furtherance of the purposes of
the 2008 Performance Plan of The Goodyear Tire & Rubber Company
(the “Plan”) to award restricted shares of the Common
Stock, without par value, of the Company (the “Common
Stock”) to Grantee pursuant to the Plan on and subject to the
terms, conditions and restrictions set forth herein; and
WHEREAS , in accordance with
action duly taken by the Compensation Committee of the Board of
Directors and by the Board of Directors, the following sets forth
the terms, conditions and restrictions of the award.
NOW, THEREFORE , in
consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereby agree as
follows:
SECTION 1. AWARD; PURCHASE AND SALE OF SHARES
.
The Company awards pursuant to the
Plan and agrees to sell to Grantee, and Grantee agrees to subscribe
for and purchase from the Company, on and subject to the terms and
conditions set forth in this Agreement,
shares of Common Stock (the “Shares”) at a
purchase price of one cent ($.01) per share. The aggregate purchase
price of $
for the Shares shall be paid by Grantee by check, payable to
the order of the Company, or by such other method as may be
acceptable to the Company. The purchase and sale shall be
consummated at the principal offices of the Company at such time as
shall be agreed upon by the Company and Grantee, but in no event
later than
, 20
. Upon receipt of the purchase price, the Company will cause a
certificate or certificates for the Shares to be issued to Grantee
as the registered owner thereof. Upon the purchase and issuance of
the Shares, Grantee will be entitled to receive dividends and
exercise voting rights. Grantee agrees that the Shares shall be
subject to the restrictions on transfer set forth in Section 2
of this Agreement and to the Purchase Option set forth in
Section 3 of this Agreement. Grantee hereby agrees that the
Company shall retain, at its principal offices, possession of the
certificate or certificates representing the Shares, duly endorsed
in blank by Grantee or with duly executed stock power(s) attached,
all in a form suitable for the transfer of the Shares.
1
SECTION 2. RESTRICTIONS ON TRANSFER .
Grantee shall not have the right or
power to, and shall not, sell, assign, transfer, pledge,
hypothecate, or otherwise dispose of, by operation of law or
otherwise, any of the Shares, or any interest therein, so long as
and to the extent that the Shares are subject to the Purchase
Option of the Company provided for at Section 3 of this
Agreement.
SECTION 3. COMPANY PURCHASE OPTION .
A. The Company shall have the
right and option to purchase all of the Shares from Grantee for one
cent ($.01) per share (the “Option Price”), if Grantee
ceases to be employed by the Company for any reason (the
“Purchase Option”), except as expressly provided in
Subsection B of this Section 3. Except as otherwise provided
in Subsection C of this Section 3, the Purchase Option of the
Company will expire on
, 20
if Grantee has been continuously employed from the date of this
Agreement through
, 20
.
B. In the event Grantee ceases
to be an employee of the Company at any time subsequent to
, 20
by reason of [his/her] death or total disability (as defined
in the Company’s Long-Term Disability Benefits for Salaried
Employees Plan (the “LTDB Plan”)), the Purchase Option
shall thereupon terminate in respect of that number of the Shares
which is equal to the product of (i)
, multiplied by (ii) a fraction the numerator of which is the
number of full calendar months elapsed during the period beginning
on
, 20
and ending on the date of the death or total disability (as defined
in the LTDB Plan) of Grantee, and the denominator of which is [36],
and the Purchase Option shall be exercised with respect to the
remaining Shares.
C. In the event that on or
before
, 20
the Company determines that it would not be able to deduct for
Federal Income Tax purposes the entire value of the Shares (less
the purchase price paid by Grantee) by reason of the provisions of
Section 162(m) of the Internal Revenue Code of 1986, as amended
(the “Internal Revenue Co
