0000950123-11-039307 Sample Contracts

COOPER TIRE & RUBBER COMPANY Nonqualified Stock Option Award Agreement
Nonqualified Stock Option Award Agreement • April 26th, 2011 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

WHEREAS, [OPTIONEE NAME] (the “Optionee”) is an employee of Cooper Tire & Rubber Company or a Subsidiary (the “Company”); WHEREAS, the Compensation Committee of the Board of Cooper Tire & Rubber Company (the “Committee”) approved the terms and authorized on [DATE] the grant of an Award of Options pursuant to Section 8 of the Cooper Tire & Rubber Company 2010 Incentive Compensation Plan (the “Plan”); and

Sample 1
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COOPER TIRE & RUBBER COMPANY Performance Stock Unit and Cash Unit Award Agreement
Performance Stock Unit and Cash Unit Award Agreement • April 26th, 2011 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

WHEREAS, the Compensation Committee of the Board of Cooper Tire & Rubber Company (the “Committee”) approved the terms and authorized on [DATE] (the “Date of Grant”) the grant of an Award of Performance Stock Units and Performance Cash Units (these two types of awards being collectively called “Performance Units”) pursuant to Sections 10 and 13 of the Cooper Tire & Rubber Company 2010 Incentive Compensation Plan (the “Plan”).

Sample 1
COOPER TIRE & RUBBER COMPANY Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • April 26th, 2011 • Cooper Tire & Rubber Co • Tires & inner tubes • Ohio

NOW, THEREFORE, pursuant to the Plan and subject to the terms and conditions thereof and the terms and conditions hereinafter set forth, the Company hereby confirms to the Participant effective as of the Date of Grant an Award of _________ RSUs.

Sample 1
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