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) and the Stock Appreciation Rights
granted in tandem with the Non-Qualified Stock Options (the SARs) 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,
including a recognition of the Companys right to specify whether or not you may exercise either
the Non-Qualified Stock Options or the SARs at the time you notify the Company of your intent to
exercise. In the event that you are, or become subject to taxation under the laws of the United
States of America at any time prior to the expiration date, the grant hereunder shall be deemed to
be a Non-Qualified Stock Option and not a SAR for so long as you remain subject to such tax laws.
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. If the Company approves the exercise of a Non-Qualified Stock Option, 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. If the Company approves the exercise of the SARs, written notice must be given to the Company
stating the number of shares of Common Stock in respect of which the SARs are being exercised. In
due course, you will receive payment in cash in an amount equal to the excess, if any, of the Fair
Market Value of one share of Common Stock on the date of exercise of the SARs over the Option
Exercise Price per Share specified in respect of the Non-Qualified Stock Options times the number
of shares of Common Stock in respect of which the SARs shall have been exercised. Such payment
shall be subject to reduction for withholding taxes.
4. As further consideration for the Non-Qualified Stock Options and SARs 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 and SARs 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 and SARs granted. The Non-Qualified Stock Options and SARs you
have been granted shall not in any event be exercisable after your termination of employment except
as provided in paragraph 5 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 and SARs you
have been granted shall not be exercisable after termination of employment as a result of your
5. The Non-Qualified Stock Options and SARs 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 specified on the grant summary page of this Grant Agreement, the
Non-Qualified Stock Options and SARs 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/SAR grant or (b) five years. In
the event of your death while an employee, the Non-Qualified Stock Options and SARs 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 and SARs 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.
6. The Non-Qualified Stock Options and SARs 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
7. Certificates, or other evidence of beneficial ownership, for the shares of Common Stock
purchased pursuant to Non-Qualified Stock Options 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,
, or at such other place acceptable to the Company as may be designated by you.
8. 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 or SARs which you have realized or obtained by your
exercise of the Non-Qualified Stock Options or SARs granted hereunder 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 or SARs granted to you hereunder which you have not
exercised shall be automatically cancelled upon commencement of your competitive engagement.
9. Each Non-Qualified Stock Option and SAR granted are not transferable by you otherwise than by
will or the laws of descent and distribution, and are exercisable during your lifetime only by you.
10. All rights conferred upon you under the provisions of this Grant Agreement are personal and,
except under the provisions of paragraph 9 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.
11. 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 1144 East Market Street, Akron, Ohio
44316-0001. 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
12. Each Non-Qualified Stock Option and/or SAR 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.
13. Your purchase of shares of Common Stock pursuant to the Non-Qualified Stock Options shall
automatically reduce by a like number the shares of Common Stock subject to the SARs and,
conversely, your exercise of any SARs shall automatically reduce by a like number the shares of
Common Stock available for purchase by you under the Non-Qualified Stock Options.
14. In agreeing to accept this grant, you clearly acknowledge that The Goodyear Tire & Rubber
Company assumes no responsibility for any regulatory or tax consequences that arise from either the
grant or exercise of the Non-Qualified Stock Options or the SARs, whether under U.S. or foreign
law, rules, regulations or treaties.
15. Prior to the exercise of a Non-Qualified Stock Option or SAR, written notice must be given to
the Company of your intent to exercise. The Company will then advise you whether or not you may
exercise a Non-Qualified Stock Option or SAR and upon receiving such advice you may then exercise
the Non-Qualified Stock Option or the SAR.