<PAGE>
EXHIBIT 10.4
PART I
The Goodyear Tire & Rubber Company
Stock Option Grant Agreement
Name
Title
The Directors of The Goodyear Tire & Rubber Company (the
"Company") desire to
encourage and facilitate ownership of the Common Stock of the
Company (the
"Common Stock") by key employees and to provide for additional
compensation
based on appreciation of the Common Stock, thereby providing
incentive to
promote continued growth and success of the Company's business.
Accordingly, the
2005 Performance Plan of The Goodyear Tire & Rubber Company
(the "Plan") was
adopted effective April 26, 2005. A copy of the Plan is
attached.
Granted to:
SSN:
Grant Date:
Options Granted:
Option Type:
Incentive
Option Price per Share: FMV on Grant Date
Expiration Date: Ten
Years from Grant Date
Vesting Schedule: 25%
Per Year for Four Years
/s/ Robert J. Keegan
----------------------------------
The Goodyear Tire & Rubber Company
Date
By my signature below, I hereby acknowledge receipt of this Option
granted on
the date shown above, which has been issued to me under the terms
and conditions
of the Plan. I further acknowledge receipt of the copy of the Plan
and agree to
conform to all of the terms and conditions of the Option and the
Plan.
Signature: __________________________________
Date:______________________
Name
2005 Plan Master ISO
<PAGE>
ISO Grant Agreement (Cont'd)
Date
PART I - INCENTIVE STOCK OPTIONS
1. These Incentive Stock Options for the number of shares of Common
Stock
indicated on the preceding page (the "Incentive Stock Options") are
granted to
you under and are governed by the terms and conditions of the Plan
and this
Grant Agreement. Your execution and return of the enclosed copy of
page one of
this Grant Agreement acknowledging receipt of the Incentive Stock
Options
granted herewith 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 this Grant Agreement.
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) (a "cash exercise"), (2) a payment
in full
shares of Common Stock having a Fair Market Value (as defined in
the Plan) 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 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 page one
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 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
maintained by the Company or one of its subsidiaries).
PART II - NON-QUALIFIED STOCK INVESTMENT OPTIONS
4. A Non-Qualified Stock Investment Option will be automatically
granted to you,
immediately upon any satisfaction by you of the conditions
specified below, on
the following terms and conditions:
Date of Grant:
The date of your exercise, at any time prior to
January 1, 2012, of an Incentive Stock option
granted herein by tendering shares of Common Stock
in payment of all or a portion of the exercise price
of such Incentive Stock Option.
Number of Common Shares The number of
shares of Common Stock you tendered in
Subject to Option:
the exercise of such Incentive Stock Option.
Option Price Per Share: The Fair Market
Value (as defined in the Plan) of
the Common Stock on the date you exercised such
Incentive Stock Option by tendering shares of Common
Stock.
Exercise Period:
100% exercisable at any time during the period
beginning on the first anniversary of its date of
grant and ending on (the expiration date of the
Incentive grant indicated on page 1 of this grant
agreement).
2005 Plan Master ISO
Page 2 of 4
<PAGE>
ISO Grant Agreement (Cont'd)
Date
PART II - NON-QUALIFIED STOCK INVESTMENT OPTIONS (Cont'd)
5. The Non-Qualified Stock Investment Options are granted under and
are governed
by the terms and conditions of the Plan and this Grant Agreement.
The number of
shares of Common Stock subject to each grant is determined by the
number of
shares of Common Stock you tender to the Company in your exercise
of an
Incentive Stock Option granted pursuant to this Agreement. The
Option price per
share of the Non-Qualified Stock Investment Option shall be the
Fair Market
Value (as defined in the Plan) of Common Stock on the date you
exercise an
Incentive Stock Option as aforesaid. In order to accept this Option
grant, you
must tender shares of Common Stock in the exercise of an Incentive
Stock Option
prior to January 1, 2012.
6. You may exercise the Non-Qualified Stock Investment 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) (a "cash
exercise"), (2) a
payment in full shares of Common Stock having a Fair Market Value
(as defined in
the Plan) 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 Investment Options shall be by 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
Investment Options.
7. As further consideration for each Non-Qualified Stock Investment
Option
granted to you hereunder, you must remain in the continuous employ
of the
Company or one or more of its subsidiaries for twelve months
following the Date
of Grant in respect thereof (as defined at paragraph 4 above)
before you will be
entitled to exercise such Non-Qualified Stock Investment Option.
Any
Non-Qualified Stock Investment Option granted shall not in any
event be
exercisable after your termination of employment except for
Retirement, death,
or Disability.
Part III - GENERAL PROVISIONS
8. In the event of your Retirement, the Incentive Stock Options, to
the extent
they are exercisable, or they become exercisable pursuant to this
paragraph,
shall remain exercisable for the remainder of the exercise period
as
Non-Qualified Stock Options. The Options terminate automatically
and shall not
be exercisable by you from and after the date on which you cease to
be an
employee of the Company or one of its subsidiaries for any reason
other than
your death, Retirement or Disability. In the event of your death,
Retirement or
Disability while an employee of the Company or one of its
subsidiaries (and
having been an employee continuously since the Date of Grant)
during the
exercise period on any date which is more than six (6) months after
the Date of
Grant of the Incentive Stock Options specified on the first page of
this Grant
Agreement or more than six (6) months after the Date of Grant of
Non-Qualified
Stock Investment Options specified at paragraph 4 of this Grant
Agreement, the
Options shall become immediately exercisable and, except as
provided below in
the event of your death while an employee, shall be exercisable by
you for the
remainder of the term of the Option grant. In the event of your
death while an
employee, the Options may be exercised up to three years after date
of death by
the person or persons to whom your rights in the options passed by
your will or
according to the laws of descent and distribution. Nothing
contained herein
shall restrict the right of the Company or any of its subsidiaries
to terminate
your employment at any time, with or without cause.
2005 Plan Master ISO
Page 3 of 4
<PAGE>
ISO Grant Agreement (Cont'd)
Date
PART III - GENERAL PROVISIONS (Cont'd)
9. The Options shall not in any event be exercisable after the
expiration of ten
years from the Date of Grant specified on the first page of this
Grant Agreement
and, to the extent not exercised, shall automatically terminate at
the end of
such ten-year period.
10. Certificates for the shares of Common Stock purchased will be
deliverable to
you or your agent, duly accredited to the satisfaction of the
Company, at the
principal office of the Company in Akron, Ohio, or at such other
place
acceptable to the Company as may be designated by you.
11. In the event you retire or otherwise terminate your employment
with the
Company or a subsidiary and within 18 months after such termination
date you
accept employment with a competitor of, or otherwise engage in
competition with,
the Company, the Committee, in its sole discretion, may require you
to return,
or (if not received) to forfeit, to the Company the economic value
of the
Options granted hereunder which you have realized or obtained by
your exercise
at any time on or after the date which is six months prior to the
date of your
termination of employment with the Company. Additionally, if you
have retired
from the Company, all Options granted to you hereunder which you
have not
exercised prior to your competitive engagement shall be
automatically cancelled.
12. Each Option granted is not transferable by you otherwise than
by will or the
laws of descent and distribution, and is exercisable during your
lifetime only
by you.
13. All rights conferred upon you under the provisions of this
Grant Agreement
are personal and, except under the provisions of paragraph 12 of
this Grant
Agreement, no assignee, transferee or other successor in interest
shall acquire
any rights or interests whatsoever under this Grant Agreement,
which is made
exclusively for the benefit of you and the Company.
14. Any notice to you under this Grant Agreement shall be
sufficient if in
writing and if delivered to you or mailed to you at the address on
record in the
Executive Compensation Department. Any notice to the Company under
this
agreement shall be sufficient if in writing and if delivered to the
Executive
Compensation Department of the Company in Akron, Ohio, or mailed by
registered
mail directed to the Company for the attention of the Executive
Compensation
Department at 1144 East Market Street, Akron, Ohio 44316-0001.
Either you or the
Company may, by written notice, change the address. This agreement
shall be
construed and shall take effect in accordance with the laws of the
State of
Ohio.
15. Each Option may be exercised only at the times and to the
extent, and is
subject to all of the terms and conditions, set forth in this Grant
Agreement,
and in the Plan, including any rule or regulation adopted by the
Committee.
2005 Plan Master ISO
Page 4 of 4
<PAGE>
PART II
The Goodyear Tire & Rubber Company
Stock Option Grant Agreement
Name
Title
The Directors of The Goodyear Tire & Rubber Company (the
"Company") desire to
encourage and facilitate ownership of the Common Stock of the
Company (the
"Common Stock") by key employees and to provide for additional
compensation
based on appreciation of the Common Stock, thereby providing
incentive to
promote continued growth and success of the Company's business.
Accordingly, the
2005 Performance Plan of The Goodyear Tire & Rubber Company
(the "Plan") was
adopted effective April 26, 2005. A copy of the Plan is
attached.
Granted to:
SSN:
Grant Date:
Options Granted:
Option Type:
Non-Qualified
Option Price per Share: FMV on Grant Date
Expiration Date: Ten
Years from Grant Date
Vesting Schedule: 25%
Per Year for Four Years
/s/ Robert J. Keegan
----------------------------------
The Goodyear Tire & Rubber Company
Date
By my signature below, I hereby acknowledge receipt of this Option
granted on
the date shown above, which has been issued to me under the terms
and conditions
of the Plan. I further acknowledge receipt of the copy of the Plan
and agree to
conform to all of the terms and conditions of the Option and the
Plan.
Signature:__________________________________
Date:______________________
Name
2005 Plan Master NQ
<PAGE>
NQ Grant Agreement (Cont'd)
Date
PART I - NON-QUALIFIED STOCK OPTIONS
1. These Non-Qualified Stock Options for the number of shares of
Common Stock
indicated on the preceding page (the "Non-Qualified Stock Options")
are granted
to you under and are governed by the terms and conditions of the
Plan and this
Grant Agreement. Your execution and return of the enclosed copy of
page one of
this Grant Agreement acknowledging receipt of the Non-Qualified
Stock Options
granted herewith 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 this Grant Agreement.
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) (a "cash exercise"), (2)
a payment in
full shares of Common Stock having a Fair Market Value (as defined
in the Plan)
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 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 page
one 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 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
maintained by the Company or one of its subsidiaries).
PART II - NON-QUALIFIED STOCK INVESTMENT OPTIONS
4. A Non-Qualified Stock Investment Option will be automatically
granted to you,
immediately upon any satisfaction by you of the conditions
specified below, on
the following terms and conditions:
Date of Grant:
The date of your exercise, at any time prior to
January 1, 2012, of a Non-Qualified Stock Option
granted herein by tendering shares of Common Stock
in payment of all or a portion of the exercise price
of such Non-Qualified Stock Option.
Number of Common Shares The number of
shares of Common Stock you tendered in
Subject to Option:
the exercise of such Non-Qualified Stock Option plus
the number of shares, if any, withheld by the
Company to satisfy required tax withholdings.
Option Price Per Share: The Fair Market
Value (as defined in the Plan) of
the Common Stock on the date you exercised such
Non-Qualified Stock Option by tendering shares of
Common Stock.
Exercise Period:
100% exercisable at any time during the period
beginning on the first anniversary of its date of
grant and ending on (the expiration date of the
Non-Qualified grant indicated on page
