MANAGEMENT INCENTIVE PLAN Effective January 1, 2009, as Amended June 5, 2018 (February 8th, 2019)
This Management Incentive Plan (the "Plan") is adopted effective January 1, 2009, by the Board of Directors of The Goodyear Tire & Rubber Company (the "Company"). The purpose of the Plan is to advance the interests of the Company and its stockholders and assist the Company in motivating, attracting and retaining executive officers by providing incentives and financial rewards to such executive officers that are intended to be deductible to the maximum extent possible as "performance-based compensation" within the meaning of Section 162(m) of the Code.
Contract (February 8th, 2019)
The GOODYEAR TIRE & RUBBER COMPANY EXECUTIVE ANNUAL INCENTIVE PLAN (Effective as of January 1, 2019) (December 10th, 2018)
Important Note: (October 26th, 2018)
FIRST AMENDMENT dated as of July 13, 2018 (this Amendment), to the AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of April 7, 2016 (as heretofore amended, the Pre-Amendment Credit Agreement, and as amended by this Amendment, the Amended Credit Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation; the LENDERS party thereto; the ISSUING BANKS party thereto; and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the Administrative Agent) and collateral agent (in such capacity, the Collateral Agent).
Contract (October 26th, 2018)
Re: Consulting Agreement (June 22nd, 2018)
The Goodyear Tire & Rubber Company (Goodyear) desires to retain Laura K. Thompson (you or your), as a consultant, subject to the terms and conditions herein set forth, to provide consulting services to Goodyear and its subsidiaries.
Important Note: (April 25th, 2018)
AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of March 7, 2018 (this Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent; and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
[Letterhead of the Goodyear Tire & Rubber Company] (October 27th, 2017)
As you are aware, you are a key member of the management team of The Goodyear Tire & Rubber Company (the "Company") who will help us continue in our success and move us forward in meeting our long-term business objectives. The purpose of this letter is to let you know that you are a valued associate of the Company and that the Company recognizes that your skills and experience are critical to the Company.
The GOODYEAR TIRE & RUBBER COMPANY OUTSIDE DIRECTORS' EQUITY PARTICIPATION PLAN (As Adopted February 2, 1996 and Last Amended as of July 1, 2017) (October 27th, 2017)
The GOODYEAR TIRE & RUBBER COMPANY DEFERRED COMPENSATION PLAN FOR EXECUTIVES (As Amended and Restated Effective September 1, 2016) (July 28th, 2017)
Exhibit 10.3 Incentive Stock Option Grant Agreement (June 8th, 2017)
Exhibit 10.1 Non-Qualified Stock Option Grant Agreement (June 8th, 2017)
Exhibit 10.2 Non-Qualified Stock Option With Tandem Stock Appreciation Right Grant Agreement (June 8th, 2017)
Exhibit 10.6 Restricted Stock Unit Retention Grant Agreement (June 8th, 2017)
Exhibit 10.4 Performance Share Grant Agreement (June 8th, 2017)
Exhibit 10.5 [Cash Performance Unit/Executive Performance Unit/Chairmans Recognition Award] Grant Agreement (June 8th, 2017)
Exhibit 10.7 Restricted Stock Unit Annual Grant Agreement (June 8th, 2017)
The Goodyear Tire & Rubber Company Second Lien Reaffirmation Agreement (April 28th, 2017)
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, as amended and restated as of March 7, 2017, among THE GOODYEAR TIRE & RUBBER COMPANY (the Company), the Subsidiaries of the Company identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (the Collateral Agent).
Important Note: (April 28th, 2017)
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, as amended and restated as of March 7, 2017, among THE GOODYEAR TIRE & RUBBER COMPANY (the Company), the Subsidiaries of the Company identified herein and DEUTSCHE BANK TRUST COMPANY AMERICAS, as collateral agent (the Collateral Agent).
2017 PERFORMANCE PLAN OF THE GOODYEAR TIRE & RUBBER COMPANY (Adopted April 10, 2017) (April 13th, 2017)
The Goodyear Tire & Rubber Company 4.875% Senior Notes Due 2027 SIXTH SUPPLEMENTAL INDENTURE Dated as of March 7, 2017 TO THE INDENTURE Dated as of August 13, 2010 Wells Fargo Bank, N.A., as Trustee (March 7th, 2017)
SIXTH SUPPLEMENTAL INDENTURE dated as of March 7, 2017 to the Indenture dated as of August 13, 2010, among The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors listed on the signature pages hereto and Wells Fargo Bank, N.A., a national banking association, as Trustee.
Amendment No. 6 to the General Master Purchase Agreement Dated 14 November 2016 (February 8th, 2017)
En accord avec les parties, les presentes ont ete reliees par le procede ASSEMBLACT R.C. empechant toute substitution ou addition et sont signees uniquement en page(s) de signature.
The Goodyear Tire & Rubber Company 5.000% Senior Notes Due 2026 FIFTH SUPPLEMENTAL INDENTURE Dated as of May 13, 2016 TO THE INDENTURE Dated as of August 13, 2010 Wells Fargo Bank, N.A., as Trustee (May 13th, 2016)
FIFTH SUPPLEMENTAL INDENTURE dated as of May 13, 2016 to the Indenture dated as of August 13, 2010, among The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors listed on the signature pages hereto and Wells Fargo Bank, N.A., a national banking association, as Trustee.
Important Note: (April 27th, 2016)
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of April 7, 2016 (this Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY; the LENDERS party hereto; the ISSUING BANKS party hereto; and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent.
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Dated as of April 8, 2005 as Amended and Restated as of April 7, 2016 Among THE GOODYEAR TIRE & RUBBER COMPANY, as Borrower, the SUBSIDIARIES OF THE GOODYEAR TIRE & RUBBER COMPANY Identified as Grantors and Guarantors Herein and JPMORGAN CHASE BANK, N.A., as Collateral Agent (April 27th, 2016)
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of April 8, 2005, as amended and restated as of April 7, 2016 (this Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY (the Company), the Subsidiaries of the Company identified herein and JPMORGAN CHASE BANK, N.A., as collateral agent (the Collateral Agent).
Goodyear Dunlop Tires Europe B.V., as Issuer the Goodyear Tire & Rubber Company, as Parent Guarantor and the Subsidiary Guarantors From Time to Time Party Hereto, as Subsidiary Guarantors 3.750% Senior Notes Due 2023 INDENTURE Dated as of December 15, 2015 Deutsche Trustee Company Limited, as Trustee Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent Deutsche Bank Luxembourg S.A., as Registrar and Luxembourg Paying Agent and Transfer Agent (February 9th, 2016)
INDENTURE dated as of December 15, 2015, among Goodyear Dunlop Tires Europe B.V., a Dutch private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors listed on the signature pages hereto, Deutsche Trustee Company Limited, as Trustee, Deutsche Bank AG, London Branch, as Principal Paying Agent and Transfer Agent, and Deutsche Bank Luxembourg S.A., as Registrar and Luxembourg Paying Agent and Transfer Agent.
The GOODYEAR TIRE & RUBBER COMPANY OUTSIDE DIRECTORS EQUITY PARTICIPATION PLAN (As Adopted February 2, 1996 and Last Amended as of October 1, 2015) (February 9th, 2016)
The Goodyear Tire & Rubber Company 5.125% Senior Notes Due 2023 FOURTH SUPPLEMENTAL INDENTURE Dated as of November 5, 2015 TO THE INDENTURE Dated as of August 13, 2010 Wells Fargo Bank, N.A., as Trustee (November 5th, 2015)
FOURTH SUPPLEMENTAL INDENTURE dated as of November 5, 2015 to the Indenture dated as of August 13, 2010, among The Goodyear Tire & Rubber Company, an Ohio corporation, the Subsidiary Guarantors listed on the signature pages hereto and Wells Fargo Bank, N.A., a national banking association, as Trustee.
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of May 12, 2015 Among THE GOODYEAR TIRE & RUBBER COMPANY GOODYEAR DUNLOP TIRES EUROPE B.V. GOODYEAR DUNLOP TIRES GERMANY GMBH GOODYEAR DUNLOP TIRES OPERATIONS S.A. The Lenders Party Hereto, J.P. MORGAN EUROPE LIMITED, as Administrative Agent JPMORGAN CHASE BANK, N.A., as Collateral Agent BNP PARIBAS, as Syndication Agent CITIBANK, N.A. CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK DEUTSCHE BANK SECURITIES INC. HSBC BANK PLC as Documentation Agents J.P. MORGAN LIMITED BNP PARIBAS SECURITIES CORP. CITICORP GLOBAL MARKETS INC. CREDIT AGRICO (July 29th, 2015)
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 12, 2015, among THE GOODYEAR TIRE & RUBBER COMPANY; GOODYEAR DUNLOP TIRES EUROPE B.V.; GOODYEAR DUNLOP TIRES GERMANY GMBH; GOODYEAR DUNLOP TIRES OPERATIONS S.A.; the LENDERS party hereto; J.P. MORGAN EUROPE LIMITED, as Administrative Agent; and JPMORGAN CHASE BANK, N.A., as Collateral Agent.
Important Note: (July 29th, 2015)
FIRST AMENDMENT dated as of June 16, 2015 (this Amendment), to the AMENDED AND RESTATED SECOND LIEN CREDIT AGREEMENT dated as of April 19, 2012 (as heretofore amended, the Pre-Amendment Credit Agreement, and as amended by this Amendment, the Amended Credit Agreement), among THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio corporation; the lenders party thereto; DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent (in such capacity, the Collateral Agent); and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the Administrative Agent).
Important Note: (July 29th, 2015)
AMENDMENT AND RESTATEMENT AGREEMENT dated as of May 12, 2015 (this Amendment Agreement), in respect of (a) the AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (the Credit Agreement) dated as of April 20, 2011, as amended, among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., GOODYEAR DUNLOP TIRES GERMANY GMBH, GOODYEAR DUNLOP TIRES OPERATIONS S.A., the Lenders parties thereto, J.P. MORGAN EUROPE LIMITED, as administrative agent, and JPMORGAN CHASE BANK, N.A., as collateral agent and (b) the MASTER GUARANTEE AND COLLATERAL AGREEMENT (the Master Guarantee and Collateral Agreement) dated as of March 31, 2003, as amended and restated as of February 20, 2004, as further amended and restated as of April 8, 2005, as amended as of April 20, 2007 and as amended as of April 20, 2011 among THE GOODYEAR TIRE & RUBBER COMPANY, GOODYEAR DUNLOP TIRES EUROPE B.V., the other Subsidiaries of THE GOODYEAR TIRE & RUBBER COMPANY identified as Grantors and Guarantors therein and JPMOR
Schedule Page Schedule 1 Master Definitions Schedule 73 Schedule 2 Conditions Precedent to the Commencement of This Agreement 106 Schedule 3 Form of Assessment Report 109 Schedule 4 Form of Sellers Auditors Certificate 118 Schedule 5 Form of Sellers and Centralising Units Solvency Certificate 130 Schedule 6 List of Addressees 141 Schedule 7 Forms of Notification of Withdrawal or Accession of One or More Seller(s) 144 Schedule 8 List of Sellers 147 Schedule 9 List of Calendar Dates of the Transaction 148 Schedule 10 Reporting Document Relating to the Sold Receivables (Article 12.3.3) 157 Schedu (October 29th, 2014)
Master Complementary Deposit Agreement Dated 23 July 2008, as Last Amended and Restated On (October 29th, 2014)
MASTER SUBORDINATED DEPOSIT AGREEMENT DATED 23 JULY 2008, AS LAST AMENDED AND RESTATED ON 25 SEPTEMBER 2014 Between CREDIT AGRICOLE LEASING & FACTORING as Agent CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as the Calculation Agent ESTER FINANCE TITRISATION as Purchaser DUNLOP TYRES LTD. As the Subordinated Depositor and Centralising Unit CMS Bureau Francis Lefebvre Avocats Au Barreau Des Hauts De Seine 1-3, Villa Emile Bergerat 92522 Neuilly-Sur-Seine Cedex, France T +33 1 47 38 55 00 info@cms-bfl.com (October 29th, 2014)
Settlement Agreement (December 26th, 2013)