EXHIBIT 10.1
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/ Xxxxxx X. Xxxxxx
----------------------------------
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
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
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, shall be exercisable by you for the remainder of the
term of the Option grant. In the event of your death, 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
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 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000-0000. 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
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/ Xxxxxx X. Xxxxxx
----------------------------------
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
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 1 of this
grant agreement).
2005 Plan Master NQ
Page 2 of 4
NQ 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 a
Non-Qualified 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 the Common Stock on the date you exercise a
Non-Qualified Stock Option as aforesaid. In order to accept this Non-Qualified
Stock Investment Option Grant, you must tender shares of Common Stock in the
exercise of a Non-Qualified 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. The
Non-Qualified Stock Investment Options you have been granted shall not in any
event be exercisable after your termination of employment except for Retirement,
death, or Disability.
III - GENERAL PROVISIONS
8. 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 Non-Qualified 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, shall be
exercisable by you for the remainder of the term of the Option grant. In the
event of your death, 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 NQ
Page 3 of 4
NQ 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 provision 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 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000-0000. 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 NQ
Page 4 of 4
PART III
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/SAR
Option Price per Share: FMV on Grant Date
Expiration Date: Ten Years from Grant Date
Vesting Schedule: 25% Per Year for Four Years
/s/ Xxxxxx X. Xxxxxx
----------------------------------
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:______________________
2005 Plan Master NQSAR
NQ/SAR Grant Agreement (Cont'd) Date
1. These Non-Qualified Stock Options for the number of shares of Common Stock
indicated on the preceding page (the "Options") and the Stock Appreciation
Rights granted in tandem with the Options (the "SARs") 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 1 of this
Grant Agreement acknowledging receipt of the Options and SARs granted herewith
constitutes your agreement to and acceptance of all terms and conditions of the
Plan and this Grant Agreement, including a recognition of the Company's right to
specify whether or not you may exercise either the Options or the SARs at the
time you notify the Company of your intent to exercise. In the event that you
are, or become subject to taxation under the laws of the United States of
America at any time prior to the expiration date, the grant hereunder shall be
deemed to be an Option and not a SAR for so long as you remain subject to such
tax laws. You also agree that you have read and understand this Grant Agreement.
2. If the Company approves the exercise of an Option, 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 the 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. If the Company approves the exercise of the SARs, written notice must be
given to the Company stating the number of shares in the Options in respect of
which the SARs are being exercised. In due course, you will receive payment in
cash in an amount equal to the difference between the Fair Market Value (as
defined in the Plan) of one share of the Common Stock on the date of exercise of
the SARs and the Option Exercise Price per Share specified in respect of the
Options times the number of shares in respect of which the SARs shall have been
exercised. Such payment shall be subject to reduction for withholding taxes.
4. As further consideration for the Non-Qualified Stock Options and SARs 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 and SARs become exercisable as set forth on page one
of this Grant Agreement before you will be entitled to exercise the
Non-Qualified Stock Options and SARs granted. The Non-Qualified Stock Options
and SARs 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 provided by a government or
sponsored by the Company or one of its subsidiaries).
2005 Plan Master NQSAR
Page 2 of 4
NQ/SAR Grant Agreement (Cont'd) Date
5. The Options and SARs 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 specified on the first
page of this Grant Agreement, the Options and SARs shall become immediately
exercisable and, except as provided below in the event of your death, shall be
exercisable by you for the remainder of the term of the Option/SAR grant. In the
event of your death, the Options and SARs 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.
6. The Options and SARs you have been granted 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.
7. Certificates for shares of the 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.
8. 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 or SARs which you have realized or obtained by your exercise of the
Options or SARs granted hereunder 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 or SARs which
are granted to you hereunder and which you have not exercised prior to your
competitive engagement shall be automatically cancelled.
9. Each Option and SAR are not transferable by you otherwise than by will or the
laws of descent and distribution, and are exercisable during your lifetime only
by you.
10. All rights conferred upon you under the provisions of this Grant Agreement
are personal and, except under the provisions of paragraph 9 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.
2005 Plan Master NQSAR
Page 3 of 4
NQ/SAR Grant Agreement (Cont'd) Date
11. 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 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxx 00000-0000. Either you or the
Company may, by written notice, change the address. This Grant Agreement shall
be construed and shall take effect in accordance with the laws of the State of
Ohio.
12. Each Option and/or SAR 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.
13. Your purchase of shares of Common Stock pursuant to the Options shall
automatically reduce by a like number the shares subject to the SARs and,
conversely, your exercise of any SARs shall automatically reduce by a like
number the shares of the Common Stock available for purchase by you under the
Options.
14. In agreeing to accept this grant, you clearly acknowledge that The Goodyear
Tire & Rubber Company assumes no responsibility for any regulatory or tax
consequences that arise from either the grant or exercise of the Options or the
SARs, whether under U.S. or foreign law, rules, regulations or treaties.
15. Prior to the exercise of an Option or SAR, written notice must be given to
the Company of your intent to exercise. The Company will then advise you whether
or not you may exercise a Stock Option or an SAR and upon receiving such advice
you may then exercise the Stock Option or the SAR.
2005 Plan Master NQSAR
Page 4 of 4
