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Non-Qualified
Stock Option Grant Agreement
PART I
— NON-QUALIFIED STOCK OPTIONS
1.
These Non-Qualified Stock Options for the number of shares of
Common Stock indicated on the grant summary page (the
“Non-Qualified 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 Non-Qualified 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 Non-Qualified 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 Non-Qualified Stock
Options.
3. As
further consideration for the Non-Qualified 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 Non-Qualified Stock Options become
exercisable as set forth on the grant summary page of this Grant
Agreement before you will be entitled to exercise the Non-Qualified
Stock Options granted. The Non-Qualified 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).
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