RESTRICTED STOCK PURCHASE AGREEMENT
| Exhibit 10.7 |
THIS AGREEMENT is made and entered into this
day of
, 20 , 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 Name, title, of the Company
residing at address (hereinafter referred to as “Grantee”).
WITNESSETH: that
WHEREAS, Grantee became an employee of the Company on
, 20
and was appointed Title
of the Company effective
, 20 ; 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 2008 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 Grantee 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 Grantee, and Grantee agrees to
subscribe for and purchase from the Company, on and subject to the terms and conditions set forth
in this Agreement,
shares of 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 Grantee 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 Grantee, but in no event later than
, 20 . Upon receipt of the purchase price, the Company will cause a certificate or
certificates for the Shares to be issued to Grantee as the registered owner thereof. Upon the
purchase and issuance of the Shares, Grantee will be entitled to receive dividends and exercise
voting rights. Grantee 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. Grantee 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
Grantee or with duly executed stock power(s) attached, all in a form suitable for the transfer of
the Shares.
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SECTION 2. RESTRICTIONS ON TRANSFER.
Grantee 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 Grantee for
one cent ($.01) per share (the “Option Price”), if Grantee 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
, 20 if Grantee has been continuously employed from the date of this
Agreement through
,
20 .
B. In the event Grantee ceases to be an employee of the Company at any time subsequent to
, 20 by reason of [his/her] 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
, 20 and ending on the date of the
death or total disability (as defined in the LTDB Plan) of Grantee, and the denominator of which is
[36], and the Purchase Option shall be exercised with respect to the remaining Shares.
C. In the event that on or before
, 20 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 Grantee) 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 20___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 Grantee).
D. Notwithstanding anything herein to the contrary, in the event that a Severance (as defined
at Section 13 of the Plan) shall occur at any time after
, 20 , the Purchase Option of
the Company shall automatically terminate in respect of all of the Shares on the date on which such
Severance occurs.
E. The Company may exercise the Purchase Option by delivering or mailing to Grantee, or to
[his/her] estate, at [his/her] address written notice of exercise within 60 days after the
termination of Grantee’s employment with the Company, which notice shall specify the number of
Shares to be purchased. The Company shall thereafter tender to Grantee or [his/her] estate the
option price in respect of that number of Shares being purchased within 90 days after Grantee’s
termination of
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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 Grantee on
account of those Shares, or permit Grantee 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
, 20 , between the
Company and Grantee, 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. Grantee 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. Grantee agrees that [he/she] 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 Grantee if
[he/she] is an “affiliate” of the Company.
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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.
Any adjustments made pursuant to the provisions of the Plan (including Section 4(c) thereof)
by the Compensation Committee of the Board of Directors shall be binding on Grantee.
SECTION 8. WITHHOLDING TAXES.
A. Grantee acknowledges and agrees that the Company has the right to deduct from payments of
any kind otherwise due to [him/her] any federal, state, or local taxes of any kind required by law
to be withheld with respect to the Shares.
B. If Grantee elects in accordance with Section 83(b) of the Internal Revenue Code to
recognize ordinary income in respect of the Shares in 20___, the Company will require, at the time
of that election, that Grantee 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 Grantee.
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 Grantee 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 Grantee any right to be
retained, in any position, as an employee of the Company.
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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 Grantee.
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: | ||||||
| Chief Executive Officer | ||||||
| Attest: | ||||||
| Secretary | ||||||
| Grantee | ||||||
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