Exhibit 10.1
July 14, 2004
Xx Xxxxxx X Xxxxxx
0000 Xxxxxx Xxxxx X
Xxxxx, XX 00000
RE: CONSULTING AGREEMENT
Goodyear desires to retain you as a consultant, subject to the terms and
conditions herein set forth.
1. The consulting services shall be rendered at times mutually arranged at
Goodyear's office in Akron, Ohio or at another location upon Goodyear's
request.
2. The term of this arrangement shall be from June 3, 2004 through July 31,
2004, unless sooner terminated for any reason by you or by Goodyear. In
consideration of your services, Goodyear will pay you a total of $77,500,
payable in equal monthly installments on the last day of each month.
Additionally, Goodyear will provide reimbursement for any requested travel
to the extent it is within Goodyear's travel guidelines during the time
that you perform consulting services under this Agreement.
3. You agree to hold in confidence and not to disclose to or use for others
during the term of this Agreement and any extension thereof, and for a
period of ten (10) years following the termination thereof, information
with respect to any data, ideas, suggestions, work results, designs,
formulae, specifications, processes, or other secret or confidential
information received from Goodyear in connection with, or which results
from, the services to be performed hereunder, or with respect to any other
matter of a secret or confidential nature which may come into your
possession in the performance of your services for Goodyear hereunder,
except such information as is or becomes general public knowledge, or which
was previously in your possession or is disclosed to you independently by a
third party legally authorized to do so, or the disclosure of which is
authorized in writing by an officer of Goodyear. You further agree not to
disclose the specific services performed by you hereunder. Information
shall not be deemed to have become general public knowledge for the
purposes of the above exceptions (i) merely because it is embraced by more
general information in your possession or the possession of others, or (ii)
merely because it is expressed in public literature in general terms not
specifically in accordance with such confidential information received from
Goodyear.
X X Xxxxxx -2-
4. You agree that any data, ideas, suggestions or work results arising out of
your work hereunder, are and shall remain the sole property of Goodyear.
5. It is mutually understood that, in performing any services hereunder, you
will not be subject to the control or direction of Goodyear as to the means
or method of accomplishing the result desired or contemplated, but that you
are acting as an independent contractor and shall not for any purpose hold
yourself to be an employee or agent of Goodyear. In addition, you agree not
to represent yourself to be a Goodyear consultant without the prior written
consent of Goodyear.
6. You agree that you will be solely responsible for compliance with
applicable federal, state and local income and other taxes on amounts paid
pursuant to this letter agreement. You agree that you are not entitled to
any Goodyear employee benefits with respect to service rendered under this
consulting agreement.
7. Goodyear will provide you with office space at Goodyear's headquarters,
security access to Goodyear facilities and garage parking.
8. Except for providing services to a competitor, customer, supplier or vendor
of Goodyear or any other party that may have a conflict of interest with
Goodyear, you are free to concurrently provide consulting services to third
parties.
9. You warrant that you will not disclose to Goodyear or use in performance
hereunder any information with respect to which you have a proprietary or
confidential obligation to a third party.
10. This Agreement shall be effective beginning June 3, 2004 and shall expire
July 31, 2004. This Agreement is not assignable by either party, the
consulting services to be performed by you being personal to Goodyear. You
agree, however, that your obligations, other than actually rendering
consulting services, shall be binding on your heir, devisee or legal
representative. In the event of your subsequent inability or unwillingness
to continue consulting with Goodyear, Goodyear may terminate the Agreement.
Such termination shall not affect Goodyear's rights to any intellectual
property rights created theretofore or your obligations with respect to
confidentiality hereunder.
11. Your consulting services will consist of providing assistance and advice to
the Executive Vice President and Chief Financial Officer as well as other
executives of Goodyear.
X X Xxxxxx -3-
If the foregoing meets with your acceptance, please execute and return the
enclosed copy hereof to me.
ATTEST: THE GOODYEAR TIRE & RUBBER COMPANY
/s/ Xxxxxxx Xxxx /s/ Xxxxxxxx X. Xxxxx
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Assistant Secretary Senior Vice President
ACCEPTED:
/s/ Xxxxxx X. Xxxxxx
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7/26/04
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Date
