EXHIBIT 10.3
RESTRICTED STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this __day of ___________,
between The Goodyear Tire & Rubber Company, an Ohio corporation, with its
principal office at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000-0000 (hereinafter
referred to as the "Company"), and __________________________ residing at
_________ (hereinafter referred to as "Executive").
WITNESSETH: THAT
WHEREAS, Executive became an employee of the Company on ____________
and was elected __________ of the Company by the Board of Directors of the
Company effective _______________; 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 2002 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 Executive 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
Executive, and Executive agrees to subscribe for and purchase from the Company,
on and subject to the terms and conditions set forth in this Agreement,
_________ shares of the Common Stock (the "Shares") at a purchase price of one
cent ($.01) per share. The aggregate purchase price of _____________ for the
Shares shall be paid by Executive by check, payable to the order of the Company,
or by such other method as may be acceptable to the Company. The purchase and
sale shall be consummated at the principal offices of the Company at such time
as shall be agreed upon by the Company and Executive, but in no event later
_____________. Upon receipt of the purchase price, the Company will cause a
certificate or certificates for the Shares to be issued to Executive as the
registered owner thereof. Upon the purchase and issuance of the Shares,
Executive will be entitled to receive dividends and exercise voting rights.
Executive agrees that the Shares shall be subject to the restrictions on
transfer set forth in Section 2 of this Agreement and to the Purchase Option set
forth in Section 3 of this Agreement. Executive hereby agrees that the Company
shall retain, at its
principal offices, possession of the certificate or certificates representing
the Shares, duly endorsed in blank by Executive or with duly executed stock
power(s) attached, all in a form suitable for the transfer of the Shares.
SECTION 2. RESTRICTIONS ON TRANSFER.
Executive shall not have the right or power to, and shall not, sell,
assign, transfer, pledge, hypothecate, or otherwise dispose of, by operation of
law or otherwise, any of the Shares, or any interest therein, so long as and to
the extent that the Shares are subject to the Purchase Option of the Company
provided for at Section 3 of this Agreement.
SECTION 3. COMPANY PURCHASE OPTION.
A. The Company shall have the right and option to purchase all of the
Shares from Executive for one cent ($.01) per share (the "Option Price"), if
Executive ceases to be employed by the Company for any reason (the "Purchase
Option"), except as expressly provided in Subsection B of this Section 3. Except
as otherwise provided in Subsection C of this Section 3, the Purchase Option of
the Company will expire on _____________ if Executive has been continuously
employed from the date of this Agreement through ________________.
B. In the event Executive ceases to be an employee of the Company at
any time subsequent to _____________ by reason of his death or total disability
(as defined in the Company's Long Term Disability Benefits for Salaried
Employees Plan (the "LTDB Plan")), 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 _______________ and
ending on the date of the death or total disability (as defined in the LTDB
Plan) of Executive, and the denominator of which is 36.
C. In the event that on or before __________ the Company determines
that it would not be able to deduct for Federal Income Tax purposes the entire
value of the Shares (less the purchase price paid by Executive by reason of the
provisions of Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Internal Revenue Code"), or any successor statute, in the ____ tax year of
the Company, then the restrictions on transfer set forth in Section 2 of this
Agreement shall continue and the Purchase Option of the Company shall be
automatically extended until such date as the value of such Shares would be
deductible by the Company for Federal Income Tax purposes. The Purchase Option
of the Company shall be extended pursuant to this Subsection C only to the
extent, and only in respect of that number of the Shares, necessary in order to
assure the deductibility by the Company for Federal Income Tax purposes of the
value of the Shares (net of the purchase price paid by Executive).
D. Notwithstanding anything herein to the contrary, in the event that a
Change in Control (as defined at Section 13 of the Plan) shall occur at any time
after ________________, the Purchase Option of the Company shall automatically
terminate in respect of all of the Shares on the date on which such Change in
Control occurs.
E. The Company may exercise the Purchase Option by delivering or
mailing to Executive, or to his estate at his address, written notice of
exercise within 60 days after the termination of ("Executive's") employment with
the Company, which notice shall specify the number of Shares to be purchased.
The Company shall thereafter tender to Executive or his estate the option price
in respect of that number of Shares being purchased within 90 days after
("Executive's") termination of employment with the Company. If and to the extent
the Purchase Option is not exercised within the aforesaid 60-day period, or the
purchase is not completed within the aforesaid 90-day period, as the case may
be, the Purchase Option of the Company shall automatically expire.
F. After the time when any of the Shares are required to be transferred
to the Company pursuant to Subsection A of this Agreement, the Company shall not
pay any dividend to Executive on account of those Shares, or permit Executive to
exercise any of the privileges or rights of a shareholder with respect to those
Shares, but shall, insofar as permitted by law, treat the Company as the owner
of the Shares.
SECTION 4. EFFECT OF PROHIBITED TRANSFER.
The Company shall not be required (a) to transfer on its books any of
the Shares that shall have been, or are purported or represented to have been,
sold or transferred in violation of any of the provisions of this Agreement; or
(b) to treat as owner of such Shares or to pay dividends to any transferee to
whom any such Shares shall have been, or are purported or represented to have
been, so sold or transferred.
SECTION 5. RESTRICTIVE LEGEND.
All certificates representing the Shares shall have affixed thereto a
legend in substantially the following form, in addition to any other legends
that may be required under Federal or state securities laws:
The shares of stock represented by this certificate
are subject to restrictions on transfer and
conditions of forfeiture set forth in the Restricted
Stock Purchase Agreement, dated ______________,
between the Company and Executive, which agreement is
on file with, and available for inspection without
charge at the office of, the Secretary of the Company
at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000-0000.
SECTION 6. CERTAIN RESALE LIMITATIONS.
A. The Shares have been registered under the Securities Act for
issuance pursuant to the Plan. Executive acknowledges that in the event he shall
be deemed to be an "affiliate" of the Company (within the meaning of that term
as used in Rule 144 promulgated under the Securities Act of 1933), a sale of all
or a portion of the Shares will be subject to certain provisions of said Rule
144 under the Securities Act.
B. Executive agrees that he will not sell, transfer, or otherwise
dispose of any of the Shares except in conformance with all applicable
provisions of the Securities Act and that the Company shall have no obligation
to cause the registration of the Shares for resale by Executive if he is an
"affiliate".
C. A legend substantially in the following form will be placed on the
certificate or certificates representing the Shares:
The shares represented by this certificate may not be
sold, transferred, or otherwise disposed of in the
absence of an effective registration statement under
that Act or an opinion of counsel satisfactory to the
Company to the effect that registration is not
required.
SECTION 7. ADJUSTMENTS.
If from time to time during the period the Shares are subject to the
restrictions on transfer set forth in this Agreement or the Purchase Option of
the Company is in effect in whole or in part there is any stock split-up, stock
dividend, stock distribution, or other reclassification of the Common Stock of
the Company, or any merger, consolidation, or sale of substantially all of the
assets of the Company, any and all new, substitute, or additional securities to
which Executive is entitled by reason of his ownership of the Shares shall be
subject immediately to the award (and be included as "Shares" therein), the
restrictions on the transfer of the Shares set forth in this Agreement, the
Purchase Option of the Company, and the other provisions of this Agreement in
the same manner and to the same extent as the Shares. The Purchase Option of the
Company and the Option Price and the other terms of the award shall be adjusted
appropriately. If as a result of any adjustment which requires the calculation
of the number of Shares, the number so computed is not a whole number, the
number of Shares shall be the number computed rounded down to the next whole
number. Any adjustment consistent with the provisions hereof made by the
Compensation Committee of the Board of Directors shall be binding on Executive.
SECTION 8. WITHHOLDING TAXES.
A. Executive acknowledges and agrees that the Company has the right to
deduct from payments of any kind otherwise due to him any federal, state, or
local taxes of any kind required by law to be withheld with respect to the
Shares.
B. If Executive elects in accordance with Section 83(b) of the Internal
Revenue Code to recognize ordinary income in respect of the Shares in 2004, the
Company will require, at the time of that election, that Executive make an
additional payment to the Company for withholding taxes, the amount of which
shall be based on the difference, if any, between the purchase price of the
Shares and the fair market value of the Shares as of the date of the purchase of
the Shares by Executive.
SECTION 9. SEVERABILITY.
The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, and each other provision of this Agreement shall be severable and
enforceable to the extent permitted by law.
SECTION 10. WAIVER.
Any provision contained in this Agreement may be waived, either
generally or in any particular instance, by the Board of Directors of the
Company.
SECTION 11. BINDING EFFECT.
This Agreement shall be binding upon, and inure to the benefit of, the
Company and Executive and their respective heirs, executors, administrators,
legal representatives, successors and assigns.
SECTION 12. NO RIGHTS TO EMPLOYMENT.
Nothing contained in this Agreement shall be construed as giving
Executive any right to be retained, in any position, as an employee of the
Company.
SECTION 13. NOTICE.
Any notice required or permitted hereunder shall be deemed served if
personally delivered, delivered by courier service or mailed by registered or
certified mail, postage
prepaid, and properly addressed to the respective party to whom such notice
relates, at the addresses set forth in this Agreement or at such different
addresses as shall be specified by a notice given in the manner herein provided.
SECTION 14. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement between the parties and
supersedes all prior agreements and understandings, whether oral or written,
pertaining to the Shares or otherwise relating to the subject matter of this
Agreement.
SECTION 15. AMENDMENT.
This Agreement may be amended or modified only by a written instrument
executed by both the Company and Executive.
SECTION 16. GOVERNING LAW.
This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
THE GOODYEAR TIRE & RUBBER COMPANY
By:
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Chairman of the Board, President and
Chief Executive Officer
Attest:
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Secretary
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Name
