Non-Qualified Stock Option Grant Agreement
Exhibit 10.5
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, as amended (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, 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), or termination of your employment by the Company and its Subsidiaries
other than for Cause (as defined below). For the avoidance of doubt, the Non-Qualified Stock
Options you have been granted shall not be exercisable after termination of employment as a result
of your voluntary resignation.
PART II – GENERAL PROVISIONS
4. The Non-Qualified Stock 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, Disability, or termination of your
employment by the Company and its Subsidiaries other than for Cause. 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) on any date which is more than six (6)
months after the Date of Grant of the Non-Qualified Stock Options specified on the grant summary
page of this Grant Agreement, the Non-Qualified Stock 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 lesser of (a) the remainder of the term of the Non-Qualified Stock Option grant or (b)
five years. In the event of your death while an employee, the
Non-Qualified Stock Options may be exercised up to three years after your 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. In the event of termination of your employment by the Company and its
Subsidiaries other than for Cause, any vested Non-Qualified Stock Options shall remain exercisable
by you for 90 days following the date of termination of your employment. “Cause” means (i) the
continued failure by you to substantially perform your duties with the Company or its affiliates
(other than any such failure resulting from your incapacity due to physical or mental illness),
(ii) your engaging in conduct which is demonstrably injurious to the Company or its affiliates,
monetarily or otherwise, (iii) your committing any felony or any crime involving fraud, breach of
trust or misappropriation, or (iv) any breach or violation of any agreement relating to your
employment with the Company or its affiliates where the Committee, in its sole but reasonable
discretion, determines that such breach or violation materially and adversely affects the Company
or any affiliate. 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.
5. The Non-Qualified Stock Options shall not in any event be exercisable after the expiration of
ten years from the Date of Grant specified on the grant summary page of this Grant Agreement and,
to the extent not exercised, shall automatically terminate at the end of such ten-year period.
6. Certificates, or other evidence of beneficial ownership, 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.
7. In the event your employment with the Company and its Subsidiaries is terminated (by retirement
or otherwise) 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 Non-Qualified Stock 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, all Non-Qualified Stock Options granted
to you hereunder which you have not exercised shall be automatically cancelled upon commencement of
your competitive engagement.
8. Each Non-Qualified Stock 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.
9. All rights conferred upon you under the provisions of this Grant Agreement are personal and,
except under the provisions of paragraph 8 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.
10. 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 Grant 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.
11. Each Non-Qualified Stock 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.
