1
EXHIBIT 10.3
(PART I)
THE GOODYEAR TIRE & RUBBER COMPANY
INCENTIVE STOCK OPTION
GRANT AGREEMENT
▇▇▇ TIRE
000-00-0000
Key Employee
▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Directors of The Goodyear Tire & Rubber Company (the "Company") desire to
encourage and facilitate ownership of the Common Stock of the Company (the
"Common Stock") by key employees and to provide for additional compensation
based on appreciation of the Common Stock, thereby providing incentive to
promote continued growth and success of the Company's business. Accordingly, the
1989 Goodyear Performance and Equity Incentive Plan (the "Plan") was adopted
effective April 10, 1989. A copy of the Plan is attached.
You have been granted Incentive Stock Options for the purchase of Common Stock
as follows:
Stock Option Plan 1989 Plan
Incentive Stock Option Grant 960000
Date of Grant 12/03/96
Option Price $00.00
Total Number of Shares Granted 0000
Your option shares become exercisable as follows:
____ on December 3, 1997 25% ____ on December 3, 1999 75%
____ on December 3, 1998 50% ____ on December 3, 2000 100%
-----------------------------------------------------
The Goodyear Tire & Rubber Company
December 3, 1996
Receipt of this Grant Agreement and a copy of the Plan is acknowledged:
----------------------------------- -----------------------
Optionee Date
X-10.3-1
2
ISO Grant Agreement (Cont'd) December 3, 1996
Part I - INCENTIVE STOCK OPTIONS
1. These Incentive Stock Options for the number of shares of Common Stock
indicated on the preceding page (the "Incentive Stock Options") are granted to
you under and are governed by the terms and conditions of the Plan and this
Grant Agreement. Your execution and return of the enclosed copy of page one of
this Grant Agreement acknowledging receipt of the Incentive Stock Options
granted herewith constitutes your agreement to and acceptance of all terms and
conditions of the Plan and this Grant Agreement. You also agree that you have
read and understand this Grant Agreement.
2. You may exercise the Incentive 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 (a "cash exercise"), (2) a payment
in full shares of Common Stock having a Fair Market Value (as defined in the
Plan) 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. If the share
swap exercise is elected, it may be used only once in any twelve-month period.
Any exercise of these Incentive Stock Options shall be by written notice to the
Company 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 Incentive Stock Options.
3. As further consideration for the Incentive Stock Options 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
Incentive Stock Options become exercisable as set forth on page one of this
Grant Agreement before you will be entitled to exercise the Incentive Stock
Options granted. The Incentive Stock Options you have been granted shall not in
any event be exercisable after your termination of employment except for
Retirement, death, or Disability.
4. In the event of your Retirement, the Incentive Stock Options, to the
extent they are exercisable, or they become exercisable pursuant to Section 10
hereof, shall remain exercisable for the first three months following the date
of your Retirement as Incentive Stock Options and the remainder of the exercise
period as Non-Qualified Stock Options. In the event of your death, the Incentive
Stock Options may be exercised up to one year after death as described in
paragraph 10 below. In the event of your Disability, the Incentive Stock Options
then outstanding which are or become exercisable as aforesaid shall be
exercisable by you during the then remaining portion of the aforesaid exercise
period.
PART II - NON-QUALIFIED STOCK INVESTMENT OPTIONS
5. A Non-Qualified Stock Investment Option will be automatically granted to
you, immediately upon any satisfaction by you of the conditions specified below,
on the following terms and conditions:
Date of Grant: The date of your exercise, at any time prior to
January 1, 2004, of an Incentive Stock option
granted herein by tendering shares of Common Stock
in payment of all or a portion of the exercise
price of such Incentive Stock Option.
Number of Common Shares
Subject to Option: The number of shares of Common Stock you tendered
in the exercise of such Incentive Stock Option.
X-10.3-2
3
ISO Grant Agreement (Cont'd) December 3, 1996
PART II - NON-QUALIFIED STOCK INVESTMENT OPTIONS (Cont'd)
Option Price
Per Share: The Fair Market Value (as defined in the Plan) of
the Common Stock on the date you exercised such
Incentive Stock Option by tendering shares of
Common Stock.
Exercise Period: 100% exercisable at any time during the period
beginning on the first anniversary of its date of
grant and ending on December 3, 2006.
6. The Non-Qualified Stock Investment Options are granted under and are
governed by the terms and conditions of the Plan and this Grant Agreement. The
number of shares of Common Stock subject to each grant is determined by the
number of shares of Common Stock you tender to the Company in your exercise of
an Incentive Stock Option granted pursuant to this Agreement. The Option price
per share of the Non-Qualified Stock Investment Option shall be the Fair Market
Value (as defined in the Plan) of Common Stock on the date you exercise an
Incentive Stock Option as aforesaid. In order to accept this Option grant, you
must tender shares of Common Stock in the exercise of an Incentive Stock Option
prior to January 1, 2004.
7. You may exercise the Non-Qualified Stock Investment 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 (a "cash exercise"),
(2) a payment in full shares of Common Stock having a Fair Market Value (as
defined in the Plan) 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 Investment Options shall be by written
notice to the Company 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 Investment Options.
8. As further consideration for each Non-Qualified Stock Investment Option
granted to you hereunder, you must remain in the continuous employ of the
Company or one or more of its subsidiaries for twelve months following the Date
of Grant in respect thereof (as defined at paragraph 5 above) before you will be
entitled to exercise such Non-Qualified Stock Investment Option. Any
Non-Qualified Stock Investment Option granted shall not in any event be
exercisable after your termination of employment except for Retirement, death,
or Disability (as defined in the Plan).
Part III - GENERAL PROVISIONS
9. In the event of your Retirement, death or Disability (as defined in the
Plan) during the exercise period on any date which is more than six (6) months
after the Date of Grant specified on the first page of the Grant Agreement, the
Incentive Stock Options shall become immediately exercisable by you. In the
event of your Retirement, death or Disability (as defined in the Plan) during
the exercise period on any date which is more than six (6) months after the Date
of Grant specified at paragraph 5 of this Grant Agreement, the Non-Qualified
Stock Investment Options shall become immediately exercisable. In the event of
your Retirement or Disability, the Non-Qualified Stock Investment Options then
outstanding which are or become exercisable as aforesaid shall be exercisable by
you during the then remaining portion of the exercise period.
X-10.3-3
4
ISO Grant Agreement (Cont'd) December 3, 1996
PART III - GENERAL PROVISIONS (Cont'd)
10. The Incentive Stock Options and any Non-Qualified Stock Investment
Options granted hereunder (the "Options") 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 or Disability. In the event of your death during the
exercise period, the Options may be exercised up to one year after 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. 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.
11. The Options shall not in any event be exercisable after the expiration
of ten years from the Date of Grant, specified on the first page of this Grant
Agreement and, to the extent not exercised, shall terminate at the end of such
ten-year period.
12. Certificates for the shares of Common Stock purchased 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, Ohio, or at such other
place acceptable to the Company as may be designated by you.
13. In the event you Retire or otherwise terminate your employment with
the Company or a subsidiary and within 18 months after such termination date
you accept employment with a competitor of the Company or a subsidiary, you
may forfeit the benefits of the Options granted hereunder. If such a
competitive situation occurs, the Committee, in its sole discretion, may
require you to return to the Company the economic value of the Options granted
hereunder which you have realized or obtained by your exercise 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, if you have retired from the
Company, all Options granted to you hereunder which you have not exercised
prior to your competitive engagement shall be automatically cancelled.
14. Each Option granted is not transferable by you otherwise than by will
or the laws of descent and distribution, and is exercisable during your lifetime
only by you.
15. All rights conferred upon you under the provisions of this Grant
Agreement are personal and, except under the provisions of paragraph 14 of the
Plan, 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.
16. 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
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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Either you or the
Company may, by written notice, change the address. This agreement shall be
construed and shall take effect in accordance with the laws of the State of
Ohio.
17. Each Option 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.
X-10.3-4
5
EXHIBIT 10.3
(PART II)
THE GOODYEAR TIRE & RUBBER COMPANY
NON-QUALIFIED STOCK OPTION
GRANT AGREEMENT
▇▇▇ TIRE
000-00-0000
Key Employee
▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Directors of The Goodyear Tire & Rubber Company (the "Company") desire to
encourage and facilitate ownership of the Common Stock of the Company (the
"Common Stock") by key employees and to provide for additional compensation
based on appreciation of the Common Stock, thereby providing incentive to
promote continued growth and success of the Company's business. Accordingly, the
1989 Goodyear Performance and Equity Incentive Plan (the "Plan") was adopted
effective April 10, 1989. A copy of the Plan is attached.
You have been granted Non-Qualified Stock Options for the purchase of Common
Stock as follows:
Stock Option Plan 1989 Plan
Non-Qualified Stock Option Grant 96000
Date of Grant 12/03/96
Option Price $00.00
Total Number of Shares Granted 0000
Your option shares become exercisable as follows:
____ on December 3, 1997 25% ____ on December 3, 1999 75%
____ on December 3, 1998 50% ____ on December 3, 2000 100%
-----------------------------------------------------
The Goodyear Tire & Rubber Company
December 3, 1996
Receipt of this Grant Agreement and a copy of the Plan is acknowledged:
---------------------------------- -----------------------
Optionee Date
X-10.3-5
6
NQ Grant Agreement (Cont'd) December 3, 1996
PART I - NON-QUALIFIED STOCK OPTIONS
1. These Non-Qualified Stock Options for the number of shares of Common
Stock indicated on the preceding page (the "Non-Qualified Stock Options") are
granted to you under and are governed by the terms and conditions of the Plan
and this Grant Agreement. Your execution and return of the enclosed copy of page
one of this Grant Agreement acknowledging receipt of the Non-Qualified Stock
Options granted herewith constitutes your agreement to and acceptance of all
terms and conditions of the Plan and this Grant Agreement. You also agree that
you have read and understand this Grant Agreement.
2. 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 (a "cash exercise"), (2) a payment
in full shares of Common Stock having a Fair Market Value (as defined in the
Plan) on the date of exercise equal to the full option exercise price of the
shares being purchased (a "share swap exercise"), or (3) a combination of the
cash exercise and share swap exercise methods. If the share swap exercise is
elected, it may be used only once in any twelve month period. Any exercise of
these Non-Qualified Stock Options shall be by written notice to the Company
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. As further consideration for the Non-Qualified Stock Options 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 become exercisable as set forth on page one of this
Grant Agreement before you will be entitled to exercise the Non-Qualified Stock
Options granted. The Non-Qualified Stock Options you have been granted shall not
in any event be exercisable after your termination of employment except for
Retirement, death, or Disability.
PART II - NON-QUALIFIED STOCK INVESTMENT OPTIONS
4. A Non-Qualified Stock Investment Option will be automatically granted
to you, immediately upon any satisfaction by you of the conditions specified
below, on the following terms and conditions:
Date of Grant: The date of your exercise, at any time prior to
January 1, 2004, of a Non-Qualified Stock Option
granted herein by tendering shares of Common Stock
in payment of all or a portion of the exercise
price of such Non-Qualified Stock
Number of Common Shares
Subject to Option: The number of shares of Common Stock you tendered
in the exercise of such Non-Qualified Stock
Option.
Option Price
Per Share: The Fair Market Value (as defined in the Plan) of
the Common Stock on the date you exercised such
Non-Qualified Stock Option by tendering shares of
Common Stock.
X-10.3-6
7
NQ Grant Agreement (Cont'd) December 3, 1996
PART II-NON-QUALIFIED STOCK INVESTMENT OPTIONS (CONT'D)
Exercise Period: 100% exercisable at any time during the period
beginning on the first anniversary of its date of
grant and ending on December 3, 2006.
5. The Non-Qualified Stock Investment Options are granted under and are
governed by the terms and conditions of the Plan and this Grant Agreement. The
number of shares of Common Stock subject to each grant is determined by the
number of shares of Common Stock you tender to the Company in your exercise of a
Non-Qualified Stock Option granted pursuant to this Agreement. The Option price
per share of the Non-Qualified Stock Investment Option shall be the Fair Market
Value (as defined in the Plan) of the Common Stock on the date you exercise a
Non-Qualified Stock Option as aforesaid. In order to accept this Non-Qualified
Stock Investment Option Grant, you must tender shares of Common Stock in the
exercise of a Non-Qualified Stock Option prior to January 1, 2004.
6. You may exercise the Non-Qualified Stock Investment 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 (a "cash exercise"),
(2) a payment in full shares of Common Stock having a Fair Market Value (as
defined in the Plan) 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 Investment Options shall be by written
notice to the Company 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 Investment Options.
7. As further consideration for each Non-Qualified Stock Investment Option
granted to you hereunder, you must remain in the continuous employ of the
Company or one or more of its subsidiaries for twelve months following the Date
of Grant in respect thereof (as defined at paragraph 5 above) before you will be
entitled to exercise such Non-Qualified Stock Investment Option. The
Non-Qualified Stock Investment Options you have been granted shall not in any
event be exercisable after your termination of employment except for Retirement,
death, or Disability (as defined in the Plan).
III - GENERAL PROVISIONS
8. In the event of your Retirement, death or Disability (as defined in the
Plan) during the exercise period on any date which is more than six (6) months
after the Date of Grant specified on the first page of this Grant Agreement, the
Non-Qualified Stock Options shall become immediately exercisable by you. In the
event of your Retirement, death or Disability (as defined in the Plan) during
the exercise period on any date which is more than six (6) months after the Date
of Grant specified at paragraph 4 of this Grant Agreement, the Non-Qualified
Stock Investment Options shall become immediately exercisable. In the event of
your Retirement or Disability, the Non-Qualified Stock Investment Options then
outstanding which are or become exercisable as aforesaid shall be exercisable by
you during the then remaining portion of the exercise period.
9. The Non-Qualified Stock Options and any Non-Qualified Stock Investment
Options granted hereunder (the "Options") 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 or Disability. In the event of your
X-10.3-7
8
NQ Grant Agreement (Cont'd) December 3, 1996
PART III - GENERAL PROVISIONS (CONT'D)
death during the exercise period, the Options may be exercised up to one year
after 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.
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.
10. The Options shall not in any event be exercisable after the expiration
of ten years from the Date of Grant specified on the first page of this Grant
Agreement and, to the extent not exercised, shall terminate at the end of such
ten-year period.
11. Certificates for the shares of Common Stock purchased 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, Ohio, or at such other
place acceptable to the Company as may be designated by you.
12. In the event you Retire or otherwise terminate your employment with
the Company or a subsidiary and within 18 months after such termination date
you accept employment with a competitor of the Company or a subsidiary, you
may forfeit the benefits of the Options granted hereunder. If such a
competitive situation occurs, the Committee, in its sole discretion, may
require you to return to the Company the economic value of the Options granted
hereunder which you have realized or obtained by your exercise 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, if you have retired from the
Company, all Options granted to you hereunder which you have not exercised
prior to your competitive engagement shall be automatically cancelled.
13. Each Option granted is not transferable by you otherwise than by will
or the laws of descent and distribution, and is exercisable during your lifetime
only by you.
14. All rights conferred upon you under the provision of this Grant
Agreement are personal and, except under the provisions of paragraph 14 of the
Plan, 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.
15. 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
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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Either you or the
Company may, by written notice, change the address. This agreement shall be
construed and shall take effect in accordance with the laws of the State of
Ohio.
16. Each Option 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.
X-10.3-8
9
EXHIBIT 10.3
(PART III)
THE GOODYEAR TIRE & RUBBER COMPANY
NON-QUALIFIED STOCK OPTION/TANDEM STOCK APPRECIATION RIGHTS
GRANT AGREEMENT
▇▇▇ TIRE
000-00-0000
Key Employee
▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Directors of The Goodyear Tire & Rubber Company (the "Company") desire to
encourage and facilitate ownership of the Common Stock of the Company (the
"Common Stock") by key employees and to provide for additional compensation
based on appreciation of the Common Stock, thereby providing incentive to
promote continued growth and success of the Company's business. Accordingly, the
1989 Goodyear Performance and Equity Incentive Plan (the "Plan") was adopted
effective April 10, 1989. A copy of the Plan is attached.
You have been granted Non-Qualified Stock Options for the purchase of Goodyear
Common Stock and tandem Stock Appreciation Rights as follows:
Stock Option Plan 1989 Plan
Non-Qualified Stock Option/SAR 960000
Date of Grant 12/03/96
Option Price $00.00
Number of Shares Granted -0-
The Company shall determine whether or not you may exercise the Stock Option or
the SARs at the time you notify the Company of your intent to exercise all or
part of this grant.
Your option shares become exercisable as follows:
____ on December 3, 1997 25% ____ on December 3, 1999 75%
____ on December 3, 1998 50% ____ on December 3, 2000 100%
-----------------------------------------------------
The Goodyear Tire & Rubber Company
December 3, 1996
Receipt of this Grant Agreement and a copy of the Plan is acknowledged:
----------------------------------- -----------------------
Optionee Date
X-10.3-9
10
NQ/SAR Grant Agreement (Cont'd) December 3, 1996
1. These Non-Qualified Stock Options for the number of shares of Common
Stock indicated on the preceding page (the "Options") and the Stock Appreciation
Rights granted in tandem with the Options (the "SARs") are granted to you under
and are governed by the terms and conditions of the Plan and this Grant
Agreement. Your execution and return of the enclosed copy of this Grant
Agreement acknowledging receipt of the Options and SARs granted herewith
constitutes your agreement to and acceptance of all terms and conditions of the
Plan and this Grant Agreement, including a recognition of the Company's right to
specify whether or not you may exercise either the Options or the SARs at the
time you notify the Company of your intent to exercise. You also agree that you
have read and understand this Grant Agreement.
2. If the Company approves the exercise of an Option, each exercise of the
Options granted pursuant to this Grant Agreement shall be by written notice to
the Company stating the number of shares of the Common Stock being purchased,
together with a cash payment in the amount of the full option exercise price of
such shares or payment in full shares of the Common Stock having a Fair Market
Value (as defined in the Plan)on the date of exercise equal to the full purchase
price of the shares of Common Stock being purchased. Withholding tax obligations
shall be satisfied upon any Option exercise.
3. If the Company approves the exercise of the SARs, written notice must
be given to the Company stating the number of shares in the Options in respect
of which the SARs are being exercised. In due course, you will receive payment
in cash in an amount equal to the difference between the Fair Market Value
(as defined in the Plan) of one share of the Common Stock on the date of
exercise of the SARs and the Option Exercise Price per Share specified in
respect of the Options times the number of shares in respect of which the SARs
shall have been exercised. Such payment shall be subject to reduction for
withholding taxes.
4. Certificates for shares of the Common Stock purchased 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, Ohio, or at such other
place acceptable to the Company as may be designated by you.
5. Your purchase of shares of Common Stock pursuant to the Options shall
automatically reduce by a like number the shares subject to the SARs and,
conversely, your exercise of any SARs shall automatically reduce by a like
number the shares of the Common Stock available for purchase by you under the
Options.
6. The Options and SARs you have been granted shall not in any event be
exercisable after the expiration of ten years from the Date of Grant specified
on the first page of this Grant Agreement and, to the extent not exercised,
shall terminate at the end of such ten-year period.
7. Each Option and SAR 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.
8. All rights conferred upon you under the provisions of this Grant
Agreement are personal and, except under the provisions of paragraph 14 of the
Plan, 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.
9. As further consideration for the 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 (and including) the date or
dates they become exercisable as set forth on page one of this Grant Agreement
before you will be entitled to exercise the Options or SAR's.
X-10.3-10
11
NQ/SAR Grant Agreement (Cont'd) December 3, 1996
10. In the event of your death, Retirement (as defined in the Plan) or
Disability (as defined in the Plan) during the ten-year exercise period on any
date which is more than six (6) months after the Date of Grant specified on the
first page of this Grant Agreement, the Options and SARs shall become
immediately exercisable and, except as provided below in the event of your
death, shall be exercisable by you for the remainder of the term of the
Option/SAR grant. In the event of your death during the exercise period, the
Options and SARs may be exercised up to one year after 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. The 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 or Disability.
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.
11. In the event you Retire or otherwise terminate your employment with
the Company or a subsidiary and within 18 months after such termination date you
accept employment with a competitor of the Company or a subsidiary, you may
forfeit the benefits of the Options or SARs granted hereunder. If such a
competitive situation occurs, the Committee, in its sole discretion, may require
you to return to the Company the economic value of the Options or SARs which you
have realized or obtained by your exercise of the 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, if you have
retired from the Company, all Options or SARs which are granted to you hereunder
and which you have not exercised prior to your competitive engagement shall be
automatically cancelled.
12. 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 Options or
the SARs, whether under U.S. or foreign law, rules, regulations or treaties.
13. Prior to the exercise of an 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 Stock Option or an SAR and upon
receiving such advice you may then exercise the Stock Option or the SAR.
14. 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
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 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇. Either you or the
Company may, by written notice, change the address.
15. This Grant Agreement shall be construed and shall take effect in
accordance with the laws of the State of Ohio.
16. Each 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.
X-10.3-11