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INCENTIVE STOCK OPTIONS

Stock Option Agreement

INCENTIVE STOCK OPTIONS | Document Parties: Goodyear Tire & Rubber Company You are currently viewing:
This Stock Option Agreement involves

Goodyear Tire & Rubber Company

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Title: INCENTIVE STOCK OPTIONS
Governing Law: Ohio     Date: 2/18/2009
Industry: Tires     Sector: Consumer Cyclical

INCENTIVE STOCK OPTIONS, Parties: goodyear tire & rubber company
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EXHIBIT 10.4

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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