0000950152-09-001538 Sample Contracts

Incentive Stock Option Grant Agreement
Incentive Stock Option Grant Agreement • February 18th, 2009 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • Ohio
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Performance Share Grant Agreement
Goodyear Tire & Rubber Co /Oh/ • February 18th, 2009 • Tires & inner tubes • Ohio
Non-Qualified Stock Option Grant Agreement
Qualified Stock Option Grant Agreement • February 18th, 2009 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • Ohio
December 18, 2008
Goodyear Tire & Rubber Co /Oh/ • February 18th, 2009 • Tires & inner tubes • Ohio

The purpose of this agreement is to supplement and amend the existing agreement between you and The Goodyear Tire & Rubber Company (“Goodyear” or the “Company”), dated September 11, 2000 (the “2000 Agreement”), and to amend and restate the supplemental letter agreement between you and Goodyear, dated February 3, 2004.

RESTRICTED STOCK PURCHASE AGREEMENT
Restricted Stock Purchase Agreement • February 18th, 2009 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • Ohio

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 1144 East Market Street, Akron, Ohio 44316-0001 (hereinafter referred to as the “Company”), and Name, Title, of the Company residing at Address (hereinafter referred to as “Grantee”).

THE GOODYEAR TIRE & RUBBER COMPANY GRANT AGREEMENT CASH PERFORMANCE UNIT GRANT
Grant Agreement • February 18th, 2009 • Goodyear Tire & Rubber Co /Oh/ • Tires & inner tubes • Ohio

The 2008 Performance Plan of The Goodyear Tire & Rubber Company (the “Company”) was adopted by the Board of Directors at their meeting on April 8, 2008 (the “Plan”). A copy of the Plan is attached. At the , 20___ meeting of the Compensation Committee of the Board of Directors (the “Committee”), you were awarded a Cash Performance Unit Grant (the “Units”) as follows:

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