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Incentive
Stock Option Grant Agreement
PART I
— INCENTIVE STOCK OPTIONS
1.
These Incentive Stock Options for the number of shares of Common
Stock indicated on the grant summary page (the “Incentive
Stock Options”) are granted to you under and are 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
stock options 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 Plan and this Grant
Agreement. All defined terms used in this Grant Agreement have the
meanings set forth in the Plan.
2. You
may exercise the Incentive Stock Options granted pursuant to this
Grant Agreement through (1) a cash payment in the amount of
the full option exercise price of the shares being purchased
(including a simultaneous exercise and sale of the shares of Common
Stock thereby acquired and use of the proceeds from such sale to
pay the exercise price, to the extent permitted by law) (a
“cash exercise”), (2) a payment in full shares of
Common Stock having a Fair Market Value on the date of exercise
equal to the full option exercise price of the shares of Common
Stock being purchased (a “share swap exercise”), or
(3) a combination of the cash exercise and share swap exercise
methods. Any exercise of these Incentive Stock Options shall be by
written notice stating the number of shares of Common Stock to be
purchased and the exercise method, accompanied with the payment, or
proper proof of ownership if the share swap exercise method is
used. You shall be required to meet the tax withholding obligations
arising from any exercise of Incentive Stock Options.
3. As
further consideration for the Incentive Stock Options granted to
you hereunder, you must remain in the continuous employ of the
Company or one or more of its Subsidiaries from the Date of Grant
to the date or dates the Incentive Stock Options become exercisable
as set forth on the grant summary page of this Grant Agreement
before you will be entitled to exercise the Incentive Stock Options
granted. The Incentive Stock Options you have been granted shall
not in any event be exercisable after your termination of
employment except as provided in paragraph 4 below for 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), 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).
PART
II — GENERAL PROVISIONS
4. The
Incentive Stock Options terminate automatically and shall not be
exercisable by you from and aft
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