RESTRICTED STOCK PURCHASE AGREEMENT

EXHIBIT 10.6

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.

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. 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 Disability (defined as termination of employment while receiving benefits under a long-term disability income plan provided by a government or sponsored by the Company or one of its Subsidiaries), 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 Disability of Grantee, and the denominator of which is [36], and the Purchase Option shall be exercised with respect to the remaining Shares.