Exhibit 4.5
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR
SALARIED EMPLOYEES
(December 31, 2001 Restatement)
TABLE OF CONTENTS
ARTICLE PAGE
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I THE PLAN................................................................................................. 1
II DEFINITIONS.............................................................................................. 2
2.1 Meaning of Definitions.......................................................................... 2
2.2 Pronouns........................................................................................ 9
III EMPLOYEE PARTICIPATION...................................................................................10
3.1 Eligibility and Election to Participate.........................................................10
3.2 Notification of New Participants................................................................10
3.3 Effect and Duration.............................................................................10
3.4 Changes in Employment Status; Transfers of Employment...........................................10
3.5 Reemployment of a Participant...................................................................11
3.6 Qualified Military Service......................................................................11
IV TAX-DEFERRED CONTRIBUTIONS MADE ON BEHALF OF PARTICIPANTS................................................12
4.1 Tax-Deferred Contributions......................................................................12
4.2 Amount of Tax-Deferred Contributions............................................................12
4.3 Limitation on Tax-Deferred Contributions of Highly Compensated Employees........................13
4.4 Administration..................................................................................14
4.5 Limitation on Employer Contributions............................................................15
4.6 Changes in Compensation Reduction Authorization.................................................15
4.7 Suspension of Contributions.....................................................................15
4.8 Catch-Up Contributions..........................................................................15
V AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS.......................................................16
5.1 After-Tax Contributions.........................................................................16
5.2 Amount of After-Tax Contributions...............................................................16
5.3 Administration..................................................................................16
5.4 Changes in Payroll Deduction Authorization......................................................16
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ARTICLE PAGE
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5.5 Rollover Contributions.........................................................................17
VI MATCHING EMPLOYER CONTRIBUTIONS.........................................................................18
6.1 Payment of Contributions.......................................................................18
6.2 Limitation on Amount...........................................................................18
6.3 Allocation of Matching Employer Contributions..................................................19
6.4 Prevented Contributions........................................................................19
6.5 Determination of Annual Employer Contribution Rate.............................................20
6.6 Determination of Amount of Employer Contribution...............................................20
6.7 Effect of Plan Termination.....................................................................20
6.8 Limitation on Matching Employer Contributions and After-Tax Contributions of
Highly Compensated Employees...................................................................20
VII DEPOSIT AND INVESTMENT OF CONTRIBUTIONS.................................................................23
7.1 Deposit of Contributions.......................................................................23
7.2 Investment Elections of Participants...........................................................23
7.3 Election to Transfer Interest Between Funds....................................................23
7.4 Election to Transfer Matching Employer Contribution Interest from Goodyear
Stock Fund.....................................................................................24
VIII ESTABLISHMENT OF FUNDS AND PARTICIPANTS' ACCOUNTS.......................................................25
8.1 Establishment of General Fund..................................................................25
8.2 Investment Funds...............................................................................25
8.3 Goodyear Stock Fund and Suspense Fund..........................................................26
8.4 Appointment of Investment Managers.............................................................28
8.5 Income on Trust Funds..........................................................................28
8.6 Separate Accounts..............................................................................28
8.7 Sub-Accounts...................................................................................28
8.8 Account Balances...............................................................................28
8.9 Funds from Predecessor Plans...................................................................28
IX LIMITATIONS ON ALLOCATIONS TO ACCOUNTS..................................................................30
9.1 Limitation on Crediting of Contributions.......................................................30
9.2 Scope of Limitation............................................................................34
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ARTICLE PAGE
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X VALUATIONS, DIVIDEND REINVESTMENTS, AND VOTING..........................................................35
10.1 Valuation of Participant's Interest............................................................35
10.2 Reinvestment or Distribution of Dividends......................................................36
10.3 Voting Company Stock...........................................................................36
10.4 Finality of Determinations.....................................................................36
10.5 Notification...................................................................................37
10.6 Procedures Regarding Offers to Acquire Company Stock...........................................37
XI WITHDRAWALS WHILE EMPLOYED..............................................................................40
11.1 Withdrawal of After-Tax Contributions..........................................................40
11.2 Withdrawal of Matching Employer Contributions..................................................40
11.3 Withdrawal of Tax-Deferred Contributions and Catch-Up Contributions............................40
11.4 Conditions and Limitations on Hardship Withdrawals.............................................41
11.5 Special Age 70-1/2 Distribution................................................................42
11.6 Adjustment of Accounts.........................................................................42
XII TERMINATION OF PARTICIPATION AND DISTRIBUTION...........................................................43
12.1 Termination of Participation...................................................................43
12.2 Vesting of Separate Accounts...................................................................44
12.3 Distribution...................................................................................44
12.4 Required Commencement of Distribution..........................................................45
12.5 Form of Distribution...........................................................................46
12.6 Election of Former Vesting Schedule............................................................46
12.7 Buy Back of Forfeited Amounts..................................................................47
12.8 Disposition of Forfeited Balances..............................................................47
12.9 Effect of Company's Determination..............................................................48
12.10 Reemployment of a Former Participant...........................................................48
12.11 Restrictions on Alienation.....................................................................48
12.12 Facility of Payment............................................................................49
12.13 Distributions to Other Qualified Plans.........................................................49
12.14 ESOP Required Distribution.....................................................................49
12.15 Right of First Refusal.........................................................................50
12.16 Rights to Put Company Stock....................................................................50
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ARTICLE PAGE
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12.17 Other Options..................................................................................52
12.18 Nonterminable Protection and Rights............................................................52
XIII BENEFICIARIES...........................................................................................53
13.1 Designation of Beneficiary.....................................................................53
13.2 Beneficiary in the Absence of Designation......................................................53
XIV ADMINISTRATION..........................................................................................54
14.1 Authority of Company...........................................................................54
14.2 Action of Company..............................................................................54
14.3 Claims Review Procedure........................................................................55
14.4 Indemnification................................................................................55
14.5 Qualified Domestic Relations Orders............................................................56
14.6 Acquisition Loans..............................................................................56
XV TRUSTEE AND TRUST AGREEMENT.............................................................................58
XVI AMENDMENT AND TERMINATION...............................................................................59
16.1 Amendment......................................................................................59
16.2 Limitation on Amendment........................................................................59
16.3 Termination....................................................................................59
16.4 Withdrawal of an Employer......................................................................60
16.5 Corporate Reorganization.......................................................................61
XVII ADOPTION BY SUBSIDIARIES; EXTENSION TO NEW BUSINESS OPERATIONS..........................................62
17.1 Adoption by Subsidiaries.......................................................................62
17.2 Extension to New Business Operations...........................................................62
XVIII MISCELLANEOUS PROVISIONS................................................................................63
18.1 No Commitment as to Employment.................................................................63
18.2 Benefits.......................................................................................63
18.3 No Guarantees..................................................................................63
18.4 Expenses.......................................................................................63
18.5 Precedent......................................................................................63
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ARTICLE PAGE
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18.6 Duty to Furnish Information....................................................................63
18.7 Withholding....................................................................................63
18.8 Merger, Consolidation, or Transfer of Plan Assets..............................................64
18.9 Back Pay Awards................................................................................64
18.10 Condition on Employer Contributions............................................................64
18.11 Return of Contributions to Participants........................................................65
18.12 Return of Contributions to an Employer.........................................................65
18.13 Validity of Plan...............................................................................65
18.14 Parties Bound..................................................................................65
18.15 Independent Appraisals.........................................................................65
XIX TOP-HEAVY PROVISIONS....................................................................................67
19.1 Applicability..................................................................................67
19.2 Top-Heavy Definitions..........................................................................67
19.3 Accelerated Vesting............................................................................69
19.4 Top-Heavy Employer Contribution................................................................69
19.5 Adjustments to Section 415 Limitations.........................................................70
19.6 Compensation Taken Into Account................................................................70
XX LOANS...................................................................................................71
20.1 Application for Loan...........................................................................71
20.2 Reduction of Account Upon Distribution.........................................................71
20.3 Requirements to Prevent a Taxable Distribution.................................................72
20.4 Administration of Loan Investment Funds........................................................72
20.5 Default........................................................................................73
20.6 Changes in Employment Status and Transfers of Employment Before Loan Is Repaid
in Full........................................................................................73
XXI ELIGIBLE ROLLOVER DISTRIBUTIONS.........................................................................74
21.1 Direct Rollover................................................................................74
21.2 Definitions....................................................................................74
XXII MINIMUM EMPLOYER CONTRIBUTION...........................................................................76
22.1 Contribution of the Minimum Employer Contribution..............................................76
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ARTICLE PAGE
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22.2 Allocation of Minimum Employer Contribution....................................................76
XXIII MERGER OF CELERON CORPORATION EMPLOYEE SAVINGS PLAN.....................................................78
23.1 Merger of Plans................................................................................78
23.2 Establishment of Separate Accounts and Sub-Accounts............................................78
XXIV MERGER OF BRAD RAGAN, INC. EMPLOYEE SAVINGS PLAN........................................................79
24.1 Merger of Plans................................................................................79
24.2 Establishment of Separate Accounts and Sub-Accounts............................................79
XXV MERGER OF THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES.................80
25.1 Merger of Plans................................................................................80
25.2 Establishment of Separate Accounts and Sub-Accounts............................................80
XXVI MERGER OF THE GOODYEAR TIRE & RUBBER COMPANY EMPLOYEE SAVINGS PLAN FOR SALARIED
EXPATRIATE EMPLOYEES....................................................................................81
26.1 Merger of Plans................................................................................81
26.2 Establishment of Separate Accounts and Sub-Accounts............................................81
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THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN
FOR
SALARIED EMPLOYEES
(December 31, 2001 Restatement)
ARTICLE I
THE PLAN
This Plan shall be known as The Goodyear Tire & Rubber Company Employee
Savings Plan for Salaried Employees and constitutes a modification, restatement,
and continuation of The Goodyear Tire & Rubber Company Employee Savings Plan for
Salaried Employees, as heretofore in effect, that was originally effective with
respect to eligible salaried employees as of July 1, 1984. That portion of the
Plan that consists of Matching Employer Contributions and amounts attributable
thereto constitutes a stock bonus plan that is intended to qualify under Section
401(a) of the Internal Revenue Code that is intended to be an employee stock
ownership plan within the meaning of Section 4975(e)(7) of the Internal Revenue
Code and Section 407(d)(6) of the Act, and the remainder of the Plan constitutes
a profit-sharing plan that is intended to qualify under Section 401(a) of the
Internal Revenue Code that includes a qualified cash-or-deferred arrangement
under Section 401(k) of the Internal Revenue Code. This restatement shall be
effective as of December 31, 2001.
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ARTICLE II
DEFINITIONS
2.1 MEANING OF DEFINITIONS.
As used herein, the following words and phrases shall have the meanings
hereinafter set forth, unless a different meaning is plainly required
by the context:
(a) The "Act" shall mean the Employee Retirement Income Security
Act of 1974, as amended from time to time. Reference to a
section of the Act shall include such section and any
comparable section or sections of any future legislation that
amends, supplements, or supersedes such section.
(b) An "Acquisition Loan" shall mean each loan, assumption of an
obligation, or obligation entered into by the Trustee for the
purpose of acquiring Company Stock from (a) a "disqualified
person" within the meaning of Section 4975(e) of the Code or a
"party in interest" within the meaning of Section 3(14) of the
Act, or (b) any other person if the obligation payable to such
other person is guaranteed by a disqualified person or party
in interest, subject to the provisions of Section 14.6.
(c) An "After-Tax Contribution" shall mean the amount which a
Participant has elected to have deducted from his Compensation
in accordance with the provisions of Section 5.1.
(d) The "Beneficiary" of a Participant, or of a Former
Participant, shall mean the person or persons who, under the
provisions of Article XIII, shall be entitled to receive
distribution hereunder in the event such Participant or Former
Participant dies before his interest shall have been
distributed to him in full.
(e) A "Catch-Up Contribution" shall mean the pre-tax contribution
amount an eligible Participant has elected to have deducted
from his Compensation in accordance with the provisions of
Section 4.8.
(f) The "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time. Reference to a section of the Code
shall include such section and any comparable section or
sections of any future legislation that amends, supplements,
or supersedes such section.
(g) The "Company" shall mean The Goodyear Tire & Rubber Company,
its corporate successors, and any corporation or corporations
into or with which it may be merged or consolidated; and a
"subsidiary of the Company" shall mean a subsidiary of the
Company or of any of its subsidiaries and shall include any
related corporation.
(h) The "Company Stock" shall mean common stock of the Company.
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(i) The "Compensation" of a Participant for any period shall mean
the entire amount of compensation paid, or which would have
been paid except for the provisions of the Plan, any salary
reduction election made by the Participant under Section 125
of the Code, and after December 31, 2000, any salary reduction
election made by the Participant for qualified transportation
fringe benefits under Section 132(f)(4) of the Code, to such
Participant during such period by reason of his employment as
an Employee, including payments made under bonus and
profit-sharing plans, commissions, overtime pay, and vacation
pay, as recorded in the records of an Employer or any
subsidiary of the Company, but excluding any imputed income,
any supplemental unemployment benefit payments, any payments
under plans imposed by governments other than the United
States, any payments made for transportation, any special
allowances, or any adjustments to cover conditions or
circumstances peculiar to service in foreign countries. The
Compensation of a Participant shall not include any payment
made (i) in the Common Stock of the Company or in any other
security issued by the Company under the Company's Key
Personnel Incentive Profit Sharing Plan, or in cash to cover
amounts withheld with respect to any such payment in Common
Stock or other security issued by the Company; (ii) under the
Company's 1982 Employees' Stock Option Plan, or any similar
plan, with respect to stock options or stock appreciation
rights granted thereunder, whether in the Common Stock of the
Company, any other security issued by the Company, or cash; or
(iii) in the Common Stock of the Company, in any other
security issued by the Company, or in cash under the 1989
Goodyear Performance and Equity Incentive Plan, or any similar
plan or successor plan, whether such payment is in respect of
the grant or exercise of a stock option or a stock
appreciation right, the grant or issuance of restricted stock,
or any other grant or award thereunder.
In addition to other applicable limitations which may be set
forth in the Plan and notwithstanding any other contrary
provision of the Plan, compensation taken into account under
the Plan shall not exceed $150,000, adjusted for changes in
the cost of living as provided in Section 401(a)(17)(B) and
Section 415(d) of the Code, for the purpose of calculating a
Plan Participant's accrued benefit (including the right to any
optional benefit provided under the Plan) for any Plan year
commencing after December 31, 1993. However, the accrued
benefit determined in accordance with this provision shall not
be less than the accrued benefit determined on December 31,
1993, without regard to this provision.
(j) The "Continuous Service" of a Participant shall mean the
period of time (computed to the nearest 1/12th of a year)
between his Employment Commencement Date and his most recent
Severance Date, provided, however, that in the case of a
person who is absent from the service of the Employer on
account of maternity or paternity reasons, as defined in
paragraph (dd) of this Section 2.1, the person's Continuous
Service shall not include the period of absence between the
first and second anniversaries of the first date of such
absence.
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(k) An "Employee" shall mean a "domestic employee," as hereinafter
defined, upon the merger of The Goodyear Tire & Rubber Company
Employee Savings Plan for Salaried Expatriate Employees into
the Plan a "foreign employee," and upon the merger of The
Goodyear Tire & Rubber Company Employee Savings Plan for
Hourly Employees into the Plan an "hourly employee," other
than any such employee (i) who is a "Leased Employee," as
hereinafter defined, (ii) who is covered by a collective
bargaining agreement unless such agreement or the Plan
specifically provides for coverage by the Plan, (iii) who has
the job description of "service worker," (iv) who is located
and serving at a location operating under the Wingfoot,
Allied, Kelly-Springfield Puerto Rico, or Dunlop name, (v) who
is a leased employee provided through a non-affiliated service
provider, whether or not the employee is a common-law employee
of the Company or a subsidiary of the Company, or (vi) who has
signed an agreement which comports to classify the employee as
an independent contractor, consultant, or third-party, whether
or not the employee is a common-law employee of the Company or
a subsidiary of the Company.
(vii) A "domestic employee" shall mean any officer or
salaried employee of an Employer who is located and
serving within the continental United States, Alaska,
or Hawaii.
(viii) A "foreign employee" shall mean any officer or
salaried employee of an Employer who was a
participant in the Plan as a domestic employee and
who is located and serving without the continental
United States, Alaska, and Hawaii, or any salaried
employee of a foreign subsidiary of an Employer if
(A) such employee is a citizen or resident of the
United States, was a participant in the Plan as a
domestic employee, and was transferred to such
foreign subsidiary from the employ of an Employer,
and (B) pursuant to Section 3121(l) of the Code an
agreement is in effect extending the insurance system
established by the federal Social Security Act to
service outside the United States by employees of
such foreign subsidiary who are citizens of the
United States.
(ix) For the purposes hereof, a "salaried employee" shall
include only an employee who has been designated as
such in accordance with the policy of his Employer,
which policy shall be applied on a uniform and
non-discriminatory basis.
(x) For the purposes hereof, an "hourly employee" shall
include only an employee who has been designated as
such in accordance with the policy of his Employer,
which policy shall be applied on a uniform and
non-discriminatory basis.
(xi) A "Leased Employee" shall mean any person who
performs services for an Employer (the "recipient")
(other than an employee of the recipient) pursuant to
an agreement between the recipient and any other
person (the "leasing organization") on a
substantially full-time basis for a period of at
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least one year, provided that such services are
performed under primary direction or control by the
recipient. Any Leased Employee, other than an
"excludable leased employee," shall be treated as an
employee of the Employer for which he performs
services for all purposes of the Plan with respect to
the provisions of Sections 401(a)(3), (4), (7), and
(16), and 408(k), 410, 411, 415, and 416 of the Code;
provided, however, that no Leased Employee shall
accrue a benefit hereunder based on service as a
Leased Employee except as otherwise specifically
provided in the Plan.
(xii) An "excludable leased employee" means any Leased
Employee of the recipient who is covered by a money
purchase pension plan maintained by the leasing
organization which provides for (A) a nonintegrated
employer contribution on behalf of each participant
in the plan equal to at least 10 percent of
compensation, (B) full and immediate vesting, and (C)
immediate participation by employees of the leasing
organization (other than employees who perform
substantially all of their services for the leasing
organization or whose compensation from the leasing
organization in each plan year during the four-year
period ending with the plan year is less than
$1,000); provided, however, that Leased Employees do
not constitute more than 20% of the recipient's
nonhighly compensated workforce.
(l) An "Employer" shall mean (i) the Company, and (ii) any
domestic subsidiary of the Company that adopts the Plan as
hereinafter provided, so long as it continues as a subsidiary
of the Company.
(m) The "Employer Contribution Rate" shall mean the percentage
rate to be used by the Employers for a specific Plan year in
determining the amount of Matching Employer Contribution for
such Plan year.
(n) The "Employment Commencement Date" of a Participant shall mean
the date on which he first performed an Hour of Service with
the Company or any subsidiary of the Company, subject to the
following provisions:
(i) If more than 12 months after an employee's Severance
Date occurs, such employee again performs an Hour of
Service, his Employment Commencement Date shall be
advanced by the period of time between such Severance
Date and the date he again performed an Hour of
Service unless (ii) applies.
(ii) If an employee, who either had been a Participant for
less than three continuous years or had less than
five years of Continuous Service as of a Severance
Date, again performs an Hour of Service more than 12
months after such Severance Date, his Employment
Commencement Date shall be changed to the date he
again performed an Hour of Service, but only if the
period of time between such Severance Date and the
date such employee again performed an Hour of Service
equals or exceeds the greater of five
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years or the period of time between his Employment
Commencement Date and such Severance Date.
(iii) If an employee's Severance Date occurs by reason of
entering active military service with the armed
forces of the United States and if he has
reemployment rights with his Employer, his Employment
Commencement Date shall not be advanced so long as he
returns to employment with the Company or any
subsidiary of the Company within the time prescribed
by federal law.
The "Employment Commencement Date" of a Participant who was an
employee of Goodyear Dunlop North America, Ltd. on or after
September 1, 1999, who became an Employee after August 1,
2000, shall mean the date on which he first performed an Hour
of Service for Dunlop Tire Corp. or Goodyear Dunlop North
America, Ltd., subject to the foregoing provisions.
(o) An "Enrollment Date" shall mean the first day of each month.
(p) A "Former Participant" shall mean a Participant who has
incurred a Settlement Date but who still has an interest under
the Plan.
(q) The "General Fund" shall mean the common trust fund
established in accordance with the provisions of Section 8.1
as required to hold and administer any assets of the Trust
Fund that are not allocated among any separate Investment
Funds as may be provided in the Plan or Trust Agreement. No
General Fund shall be established if all assets of the Trust
Fund are allocated among separate Investment Funds.
(r) The "Goodyear Stock Fund" shall mean the Investment Fund
established in accordance with the provisions of Section 8.3.
(s) A "Highly Compensated Employee" shall mean any Employee or a
former Employee who is a "highly compensated active employee"
or a "highly compensated former employee" as defined
hereunder. A "highly compensated active employee" includes any
Employee who performs services for an Employer or any related
corporation during the Plan year who (i) was a 5% owner, as
defined in Section 416(i)(1)(A)(iii) of the Code, at any time
during the Plan year or the "look back year," or (ii) received
"compensation" from the Employers and related corporations
during the "look back year" in excess of $80,000 (subject to
adjustment annually at the same time and in the same manner as
under Section 415(d) of the Code). A "highly compensated
former employee" includes any Employee who (iii) separated
from service from an Employer and all related corporations (or
is deemed to have separated from service from an Employer and
all related corporations) prior to the Plan year, (iv)
performed no services for an Employer or any related
corporation during the Plan year, and (v) was a "highly
compensated active employee" for either the separation year or
any Plan year ending on or after the date the Employee
attained age 55, as determined under the
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rules in effect under Section 414(q) of the Code for such
year. For purposes of this definition, the following terms
have the following meanings:
(vi) An employee's "compensation" means compensation as
defined in Section 415(c)(3) of the Code and
regulations issued thereunder.
(vii) The "look back year" means the calendar year
beginning within the 12-month period immediately
preceding the Plan year for which the testing is
being performed.
(t) An "Hour of Service" with respect to a Participant shall mean
each hour for which he is paid, or entitled to payment, for
the performance of duties for the Company or any subsidiary of
the Company. The rules set forth in Department of Labor
Regulations Section 2530.200b-2 and Section 2530.200b-3, which
relate to determining Hours of Service attributable to reasons
other than the performance of duties and crediting hours to
computation periods, are hereby incorporated into the Plan by
reference. In the case of an employee of Goodyear Dunlop North
America, Ltd. on or after September 1, 1999, who became an
Employee after August 1, 2000, an "Hour of Service" with
respect to a Participant shall include each hour for which he
was paid, or entitled to payment, for the performance of
duties for Dunlop Tire Corp. or Goodyear Dunlop North America,
Ltd.
(u) An "Investment Fund" shall mean any separate investment trust
fund established from time to time by the Trustee as may be
provided in the Plan or the Trust Agreement to which assets of
the Trust Fund may be allocated and separately invested.
(v) A "Matching Employer Contribution" shall mean the amount which
the Employers shall be obligated to contribute to the Plan in
accordance with the provisions of Section 6.1.
(w) A "Participant" shall mean an Employee who elects to
participate in the Plan in accordance with the provisions of
Article III, and whose participation has not been terminated.
A Participant shall also mean, except for purposes of Section
3.1, Section 4.1, and Section 5.1, an Employee who elects to
make a rollover contribution to the Plan in accordance with
the provisions of Section 5.5, and the alternate payee with
respect to a Participant pursuant to a qualified domestic
relations order, as defined in Section 414(p) of the Code.
(x) The "Plan" shall mean this Employee Savings Plan for Salaried
Employees, as from time to time in effect.
(y) The "Plan Administrator," which is the administrator for
purposes of the Act and the plan administrator for purposes of
the Code, shall mean the Company.
(z) A "Plan year" shall mean:
(i) For Plan years beginning prior to January 1, 1998,
the calendar year;
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(ii) For the Plan year beginning on January 1, 1998, the
period commencing on January 1, 1998, and ending on
December 30, 1998; and
(iii) For the Plan years beginning after December 30, 1998,
the 12-month period commencing on December 31 and
ending on December 30.
(aa) A "related corporation" shall mean any corporation, other than
an Employer, which is a member of a controlled group of
corporations of which an Employer is a member as determined
under Section 1563(a) of the Code, without regard to Section
1563(a)(4) and Section 1563(e)(3)(C) of the Code. Furthermore,
the term shall include any trade or business (whether or not
incorporated), other than an Employer, which is a member of a
group under common control of which an Employer is also a
member, as determined under Section 414(c) of the Code. The
term shall also include each organization, other than an
Employer, that is a member of an affiliated service group of
which an Employer is also a member as determined under Section
414(m) of the Code, and any entity, other than an Employer,
which is required to be aggregated with an Employer under
Section 414(o) of the Code.
(bb) A "separate account" shall mean the account maintained by the
Trustee in the name of a Participant that reflects his
interest in the Trust Fund and any sub-accounts established
thereunder, as provided in Article VIII.
(cc) The "Settlement Date" of a Participant shall mean the date on
which a Participant ceases to be a Participant in accordance
with Section 12.1.
(dd) The "Severance Date" of a Participant shall mean the earliest
of (i) the date on which he retires, dies, quits, or is
discharged; or (ii) the date on which he ceases to accrue
continuous service credit in accordance with the uniform
policy adopted by his Employer with respect to leaves of
absence or layoffs, but in no event earlier than the first
anniversary of the first day of a period in which he remains
absent (with or without pay) from the service of the Company
and all subsidiaries of the Company. Notwithstanding the
foregoing, the Severance Date of a Participant who is absent
from the service of his Employer for maternity or paternity
reasons beginning on or after January 1, 1985, shall be the
second anniversary of the first date of such absence. For
purposes of this paragraph (dd), an absence from employment
for maternity or paternity reasons means an absence due to (1)
the pregnancy of the Employee, (2) the birth of a child of the
Employee, (3) the placement of a child with the Employee in
connection with the adoption of such child by the Employee, or
(4) the provision of parental care for such child for a period
beginning immediately following such birth or placement. An
absence from work will be treated as an absence for maternity
or paternity reasons only if and to the extent that the
Employee furnishes to the Company such timely information as
it may reasonably require to establish that the absence is for
one or more of the four maternity or paternity reasons
specified herein and to establish the number of days of
absence attributable to such reason or reasons.
Notwithstanding the foregoing, the transfer of an Employee to
Dunlop Tires
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North America, Ltd after September 1, 1999, shall not cause a
Severance Date to occur; the Employee will not incur a
Severance Date until a Severance Date occurs for such Employee
with respect to Dunlop Tires North America, Ltd or an Employer
and all related corporations; and such Employee's Continuous
Service shall include service at Dunlop Tires North America,
Ltd after September 1, 1999.
(ee) The "Suspense Fund" shall mean the trust fund established and
maintained in accordance with the provisions of Section 8.3.
(ff) The "Tax-Deferred Contribution" with respect to a Participant
shall mean the percentage by which a Participant has elected
to have his Compensation reduced in accordance with Section
4.1 and which shall be contributed to the Plan on his behalf
by his Employer in accordance with the provisions of Section
4.4.
(gg) The "Trust Agreement" shall mean the agreement entered into
between the Company and the Trustee, as provided in Article XV
hereof, together with all amendments thereto.
(hh) The "Trustee" shall mean the trustee which at the time shall
be designated, qualified, and acting under the Trust
Agreement.
(ii) The "Trust Fund" shall mean the trust maintained by the
Trustee under the Trust Agreement, which trust is called the
"Trust Fund for The Goodyear Tire & Rubber Company Employee
Savings Plan for Salaried Employees."
(jj) A "valuation date" shall mean each business day of the Plan
year.
2.2 PRONOUNS.
The masculine pronoun wherever used herein shall include the feminine
in any case so requiring.
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ARTICLE III
EMPLOYEE PARTICIPATION
3.1 ELIGIBILITY AND ELECTION TO PARTICIPATE.
Each Employee who is a Participant under the Plan on January 1, 1997,
shall continue as a Participant on and after that date. Each other
Employee shall become a Participant as of the Enrollment Date next
following the date on which he completes three months of Continuous
Service, or any subsequent Enrollment Date, if he has timely filed with
the Company an election in the manner and form as prescribed by the
Company. An Employee's election shall contain (a) his authorization for
his Employer to reduce his Compensation and to make Tax-Deferred
Contributions on his behalf in accordance with the provisions of
Sections 4.1 and 4.2, (b) an authorization for his Employer to make any
payroll deductions with respect to his After-Tax Contributions to the
Plan in accordance with the provisions of Sections 5.1 and 5.2, (c) his
authorization for his employer to reduce his Compensation and make
Catch-Up Contributions on his behalf in accordance with the provisions
of Section 4.8, and (d) his election as to the investment of his
Tax-Deferred Contributions, After-Tax Contributions and Catch-Up
Contributions in accordance with the provisions of Section 7.2. An
Employee's election to become a Participant under this Section 3.1
shall be timely only if received by the Company in the manner and form
as prescribed by the Company by the 15th day of the month prior to the
Enrollment Date as of which his participation is to become effective.
3.2 NOTIFICATION OF NEW PARTICIPANTS.
As soon as practicable after each Enrollment Date, each Employer shall
notify the Company of Employees becoming Participants on such date.
3.3 EFFECT AND DURATION.
Upon becoming a Participant, an Employee shall be entitled to the
benefits and shall be bound by all the terms and conditions of the Plan
and the Trust Agreement. Each Employee who becomes a Participant shall
remain a Participant until his participation is terminated as provided
in Article XII.
3.4 CHANGES IN EMPLOYMENT STATUS; TRANSFERS OF EMPLOYMENT.
If an Employee who is a Participant ceases to be an Employee but
continues in the employment of (i) an Employer in some other capacity
or (ii) a related corporation, he shall nevertheless continue as a
Participant until his status as a Participant is otherwise terminated
in accordance with the provisions of the Plan. In either case, such
Participant shall share in Matching Employer Contributions for any
payroll period of such participation only to the extent and on the
basis of Tax-Deferred Contributions made on his behalf for such payroll
period and his After Tax Contributions made during such payroll period;
no Tax-Deferred Contributions or Catch-Up Contributions shall be made
on behalf of such Participant in accordance with the terms of his
Compensation reduction authorization except on the basis of his
Compensation for services as an Employee; and
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such Participant shall not be permitted to make After-Tax Contributions
or Catch-Up Contributions at any time during which he is employed in
any capacity other than as an Employee. Moreover, if a person is
transferred directly from employment (iii) with an Employer in a
capacity other than as an Employee or (iv) with a related corporation
to employment with an Employer as an Employee, he shall become a
Participant as of the date he is so transferred if he had completed
three months of Continuous Service as of the immediately preceding
Enrollment Date and if he makes his election in accordance with the
provisions of Section 3.1.
3.5 REEMPLOYMENT OF A PARTICIPANT.
If a retired or Former Participant is reemployed by an Employer or a
related corporation after he incurs a Settlement Date under Section
12.1, he shall again become a Participant on the date he is reemployed
by an Employer and makes his election in accordance with the provisions
of Section 3.1, unless he is not reemployed as an Employee, in which
case he shall again become a Participant on the first date thereafter
on which he does become an Employee if he has properly made such
election.
3.6 QUALIFIED MILITARY SERVICE.
Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u)(4)
of the Code.
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ARTICLE IV
TAX-DEFERRED CONTRIBUTIONS
MADE ON BEHALF OF PARTICIPANTS
4.1 TAX-DEFERRED CONTRIBUTIONS.
The provisions of this Section 4.1 and Section 4.2 shall be subject to
the provisions of Sections 3.1, 3.4, 4.6, and 4.7. Commencing with the
first payment of Compensation to a Participant on or after the
Enrollment Date occurring on February 1, 1996, or the Enrollment Date
as of which he becomes a Participant, if later, each Participant shall
elect to have Tax-Deferred Contributions made to the Plan on his behalf
by his Employer as hereinafter provided.
4.2 Amount of Tax-Deferred Contributions.
The amount of Tax-Deferred Contributions to be made to the Plan on
behalf of a Participant by his Employer shall be an integral percentage
of his Compensation of not less than one percent nor more than fifty
percent and shall not, when aggregated with all other elective
deferrals of the Participant with respect to the calendar year, exceed
$10,500 (or such adjusted amount established by the Secretary of the
Treasury pursuant to Section 402(g)(5) of the Code). The percentage
rate of Tax-Deferred Contributions to be made on a Participant's
behalf, when combined with his percentage rate of After-Tax
Contributions, shall in no event exceed fifty percent of his
Compensation. In the event a Participant so elects to have his Employer
make Tax-Deferred Contributions on his behalf, his Compensation shall
be reduced for each payroll period by the percentage he elects to have
contributed on his behalf to the Plan in accordance with the terms of
the Compensation reduction authorization in effect pursuant to Section
3.1 or 4.6, subject, however, to the $9,500 (or adjusted) annual
aggregate limitation on Tax-Deferred Contributions and other elective
deferrals. In the event that a Participant's aggregate elective
deferrals with respect to a calendar year, including his Tax-Deferred
Contributions hereunder, exceed the then applicable annual aggregate
limitation on elective deferrals, the Participant, not later than the
first March 1 following the close of the calendar year, may allocate
the excess deferrals among the plans under which the deferrals occurred
and notify each plan of the portion allocated to it, and the Company,
not later than the first April 15 following the close of the calendar
year, shall distribute to the Participant the annual amount of the
excess deferral allocated to the Plan and any income allocable thereto,
provided, however, that any such distributed excess deferral shall
nevertheless be taken into account for purposes of computing deferral
percentages for the Plan year under Section 4.3. In any case where an
excess deferral has been distributed to a Participant pursuant to this
Section 4.2, any Matching Employer Contributions attributable to such
distributed excess deferral (and the income allocable thereto) shall be
forfeited by the Participant at the time of the distribution and shall
be treated as a forfeiture under the Plan as of the last day of the
month in which the distribution occurs in accordance with the
provisions of Section 12.8. The amount of excess deferrals to be
distributed for a taxable year will be reduced by excess
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contributions previously distributed or recharacterized under Section
4.3 for the Plan year beginning in such taxable year.
4.3 LIMITATION ON TAX-DEFERRED CONTRIBUTIONS OF HIGHLY COMPENSATED
EMPLOYEES.
Notwithstanding anything to the contrary contained in the Plan, no
Tax-Deferred Contributions made with respect to a Plan year on behalf
of eligible Highly Compensated Employees may result in an average
deferral percentage for Highly Compensated Employees that exceeds the
greater of:
(a) a percentage that is equal to 125 percent of the average
deferral percentage for all other eligible Employees for the
preceding Plan year; or
(b) a percentage that is not more than 200 percent of the average
deferral percentage for all other eligible Employees for the
preceding Plan year and that is not more than two percentage
points higher than the average deferral percentage for all
other eligible Employees for the preceding Plan year.
For purposes of applying the limitation contained in this Section 4.3,
the deferral percentage for any Highly Compensated Employee who is
eligible to have contributions made on his behalf under two or more
arrangements described in Section 401(k) of the Code that are
maintained by an Employer or a related corporation shall be determined
as if all such contributions and any contributions described in Section
401(k)(3)(D) of the Code were made under a single arrangement. The
maximum amount permitted to be contributed to the Plan on a Highly
Compensated Employee's behalf under this Section 4.3 shall be
determined by reducing Tax-Deferred Contributions made on behalf of
Highly Compensated Employees in order of their actual deferral
percentages beginning with the highest amount of such contributions.
In the event that Tax-Deferred Contributions with respect to a Plan
year for eligible Highly Compensated Employees would otherwise exceed
the limit specified in the preceding paragraph, the Tax-Deferred
Contributions made with respect to a Highly Compensated Employee that
exceed the maximum amount permitted to be contributed to the Plan on
his behalf under this Section 4.3 will be excess contributions and,
along with the income but minus the loss allocable thereto, shall be
distributed to the Highly Compensated Employees prior to the end of the
next following Plan year, or, alternatively, to the extent provided in
regulations, shall become After-Tax Contributions at the election of
the Highly Compensated Employees and shall be subject to the provisions
of the Plan applicable thereto; provided, however, that excess
contributions will not be recharacterized with respect to a Highly
Compensated Employee to the extent that the recharacterized amounts, in
combination with After-Tax Contributions actually made by the Highly
Compensated Employee, exceed the maximum amount of After-Tax
Contributions (determined prior to applying Section 401(m)(2)(A) of the
Code) that the Employee is permitted to make under the Plan in the
absence of recharacterization, and that recharacterized excess
contributions will remain subject to the nonforfeitability requirements
and distribution limitations that apply to Tax-Deferred Contributions.
The amount of excess contributions to be distributed or recharacterized
shall be reduced by
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excess deferrals previously distributed under Section 4.2 for the
taxable year ending in the same Plan year. If such excess contributions
are distributed more than 2-1/2 months after the last day of the Plan
year for which the excess occurred, an excise tax may be imposed under
Section 4979 of the Code on the Employer maintaining the plan with
respect to such amounts. If such excess contributions are not
distributed by the close of the Plan year following the Plan year for
which the excess occurred, the cash or deferred arrangement will fail
to satisfy the requirements of Section 401(k)(3) of the Code for the
Plan year for which the excess occurred and for all subsequent years
the excess contributions remain in the Trust. The income allocable to
excess Tax-Deferred Contributions shall be determined by multiplying
the gain or loss allocable for the Plan year to the Tax-Deferred
Contributions by a fraction, the numerator of which is the amount of
the Participant's excess Tax-Deferred Contributions and the denominator
of which is the sum of (i) the balance of the Participant's
sub-accounts reflecting the Tax-Deferred Contributions as of the
beginning of the Plan year, plus (ii) the Tax-Deferred Contributions
made on behalf of the Participant. The amount eligible to be
distributed or alternatively recharacterized as After-Tax Contributions
shall be determined by reducing the maximum percentage of Tax-Deferred
Contributions from fifty percent to such smaller percentage that will
result in the limits set forth above not being exceeded, in accordance
with procedures adopted by the Company. Each Highly Compensated
Employee affected by a reduction in the percentage of Tax-Deferred
Contributions being made on his behalf shall be notified by the Company
of the reduction as soon as practicable. For purposes of this Section
4.3, the "deferral percentage" of an Employee for a Plan year shall be
the ratio of his Tax-Deferred Contributions with respect to the Plan
year to his Compensation for such Plan year; an "eligible Employee"
shall mean an Employee who has met the eligibility requirements of
Section 3.1 to become a Participant, whether or not he has become a
Participant; and an "eligible Highly Compensated Employee" shall mean a
Highly Compensated Employee who has met the eligibility requirements of
Section 3.1 to become a Participant, whether or not he has become a
Participant. In any case where an amount of Tax-Deferred Contributions
has been distributed to a Participant in order to satisfy the
limitations of this Section 4.3, any Matching Employer Contributions
attributable to such distributed Tax-Deferred Contributions (and the
income allocable thereto) shall be forfeited by the Participant at the
time of the distribution and shall be treated as a forfeiture under the
Plan as of the last day of the month in which the distribution occurs
in accordance with the provisions of Section 12.8.
4.4 ADMINISTRATION.
Each Employer shall cause to be delivered to the Trustee in cash all
Tax-Deferred Contributions made with respect to payroll periods ending
during each calendar month in accordance with the provisions of Section
4.2, but not later than the 30th day of the next succeeding calendar
month. Subject to the provisions of Article X, the Trustee shall credit
the amount of Tax-Deferred Contributions made by each Employer on
behalf of each Participant for each payroll period ending during a
calendar month and received by it to such Participant's separate
account no later than the last day of such month.
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4.5 LIMITATION ON EMPLOYER CONTRIBUTIONS.
Notwithstanding anything to the contrary contained in the Plan, each
Employer's contribution to the Plan for any Plan year shall be made
only out of the current or net income of such Employer and shall not
exceed the limitation specified in Section 6.2.
4.6 CHANGES IN COMPENSATION REDUCTION AUTHORIZATION.
A Participant may change the percentage of his Compensation that his
Employer contributes on his behalf as a Tax-Deferred Contribution as of
the first day of any calendar month by filing an amended Compensation
reduction authorization with the Company by the 15th day of the month
prior to the date with respect to which such change is to become
effective, in the manner and form, or at such other time, as prescribed
by the Company, except that he shall be limited to selecting an
integral percentage of his Compensation of not less than zero percent
or more than fifty percent. The percentage rate of Tax-Deferred
Contributions to be made on a Participant's behalf, when combined with
his percentage rate of After-Tax Contributions, shall in no event
exceed fifty percent of his Compensation. Tax-Deferred Contributions
shall be made on behalf of such Participant by his Employer, pursuant
to his amended Compensation reduction authorization filed in accordance
with the foregoing provisions of this Section 4.6, commencing with
Compensation paid to such Participant on or after the date with respect
to which such filing is effective, until otherwise altered or
terminated in accordance with the Plan.
4.7 SUSPENSION OF CONTRIBUTIONS.
A Participant's Tax-Deferred Contributions with respect to a calendar
year shall automatically be suspended on the date that his Tax-Deferred
Contributions for the calendar year first equal or exceed $10,500 (or
such adjusted amount established by the Secretary of the Treasury
pursuant to Section 402(g)(5) of the Code), except to the extent
permitted under Section 4.8 and Section 414(v) of the Code, if
applicable. Any such automatic suspension shall be in effect only for
the remaining portion, if any, of the then current calendar year.
4.8 CATCH-UP CONTRIBUTIONS
All employees who are eligible to make elective deferrals under this
Plan and who have attained age 50 before the close of the Plan year
shall be eligible to make catch-up contributions after December 31,
2001, in accordance with, and subject to the limitations of, Section
414(v) of the Code. Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the
required limitations of Sections 402(g) and 415 of the Code. The Plan
shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the
making of such catch-up contributions.
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ARTICLE V
AFTER-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS
5.1 AFTER-TAX CONTRIBUTIONS.
The provisions of this Section 5.1 and Section 5.2 shall be subject to
the provisions of Sections 3.1, 3.4, 5.4, and 5.5. Commencing with the
first payment of Compensation to a Participant on or after the
Enrollment Date as of which he becomes a Participant, each Participant
whose percentage rate of Tax-Deferred Contributions would otherwise be
limited by paragraph (a) or (b) of Section 4.3 may, in addition to any
Tax-Deferred Contributions that are being made on his behalf, make an
After-Tax Contribution to the Plan as hereinafter provided.
5.2 AMOUNT OF AFTER-TAX CONTRIBUTIONS.
A Participant may make an After-Tax Contribution to the Plan that shall
be an integral percentage of his Compensation of not less than one
percent or more than fifty percent. The percentage rate of After-Tax
Contributions, when combined with the percentage rate of Tax-Deferred
Contributions to be made on such Participant's behalf, shall in no
event exceed fifty percent of his Compensation. Each Participant who is
contributing under this Section 5.2 shall have the amount of his
After-Tax Contribution deducted from his Compensation by his Employer
no less frequently than once each calendar month in accordance with the
terms of the payroll deduction authorization in effect for such
Participant pursuant to Section 3.1 or 5.4.
5.3 ADMINISTRATION.
Each Employer shall cause to be delivered to the Trustee in cash all
After-Tax Contributions deducted from the Compensation of Participants
with respect to each payroll period ending during each calendar month
in accordance with the provisions of Section 5.2, but not later than
the 30th day of the next succeeding calendar month. Subject to the
provisions of Article X, the Trustee shall credit the amount of
After-Tax Contributions made by each Participant for each payroll
period ending during a calendar month and received by it to such
Participant's separate account no later than the last day of such
month.
5.4 CHANGES IN PAYROLL DEDUCTION AUTHORIZATION.
A Participant may change the percentage of his Compensation that he
contributes to the Plan as his After-Tax Contributions or terminate
such After-Tax Contributions as of the first day of any calendar month
by providing an amended payroll deduction authorization by the 15th day
of the month prior to the date on which such change is to become
effective, in the manner and form, or at such other time, as prescribed
by the Company. Furthermore, a Participant whose Tax-Deferred
Contributions have, in whole or in part, been recharacterized as
After-Tax Contributions in accordance with the provisions of Section
4.3 may change the percentage of his Compensation that he contributes
to the Plan as his After-Tax Contributions as of the first day of any
calendar month by
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providing an amended payroll deduction authorization by the 15 day of
the month prior to the date on which such change is to become
effective, in the manner and form, or at such other time, as provided
by the Company. In any such case, a Participant shall be limited to
selecting an integral percentage of his Compensation of not less than
zero percent nor more than fifty percent. The percentage rate of
After-Tax Contributions, when combined with the percentage rate of
Tax-Deferred Contributions to be made on such Participant's behalf,
shall in no event exceed fifty percent of his Compensation. After-Tax
Contributions shall be made by such Participant, and deducted by his
Employer, pursuant to his amended payroll deduction authorization filed
in accordance with the foregoing provisions of this Section 5.4,
commencing with Compensation paid to such Participant on or after the
date with respect to which such filing is effective, until otherwise
altered or terminated in accordance with the Plan.
5.5 ROLLOVER CONTRIBUTIONS.
Any Employee, regardless of whether he has satisfied the eligibility
requirements of Section 3.1, Participant, or Former Participant who was
a participant in another plan qualified under Sections 401 or 403 of
the Code and who receives an eligible rollover distribution within the
meaning of Section 402(c)(4) of the Code from such plan may elect to
make a rollover contribution to the Plan. An Employee, Participant, or
Former Participant shall make a rollover contribution to the Plan
either by a direct rollover pursuant to Section 401(a)(31) of the Code,
or by delivering, or causing to be delivered, to the Trustee the cash
that constitutes the rollover contribution amount within (60) days of
receipt of the distribution from such other plan, in either case in the
manner prescribed by the Company. A separate sub-account shall be
established pursuant to Section 8.7 for the rollover contribution, and
the rollover contribution shall be invested pursuant to the investment
election of the Employee, Participant, or Former Participant in effect
under Section 7.2 with respect to the investment of Tax-Deferred
Contributions and After-Tax Contributions. An Employee, Participant, or
Former Participant who makes a rollover contribution to the Plan who
does not already have an investment election in place under Section 7.2
shall also make such an investment election. An Employee's,
Participant's, or Former Participant's interest in his sub-account for
rollover contributions shall be fully vested at all times.
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ARTICLE VI
MATCHING EMPLOYER CONTRIBUTIONS
6.1 PAYMENT OF CONTRIBUTIONS.
Each Employer shall cause to be paid to the Trustee as its Matching
Employer Contribution hereunder for each payroll period an amount that
is equal to the Employer Contribution Rate multiplied by the aggregate
of:
(a) the Tax-Deferred Contribution made by such Employer on behalf
of each Participant with respect to such payroll period; plus
(b) the After-Tax Contribution made by each Participant during
such payroll period based on Compensation paid by such
Employer during such payroll period;
provided, however, that such aggregate amount shall not include any
portion of the sum of the Tax-Deferred Contributions and After-Tax
Contributions of a Participant with respect to such payroll period that
is in excess of six percent of his Compensation for such payroll
period. In addition to the Matching Employer Contribution payable
pursuant to the immediately preceding sentence, for each payroll period
each Employer shall cause to be paid to the Trustee a further Matching
Employer Contribution (an "additional Matching Employer Contribution")
for the account of each Participant employed by the Employer who, prior
to such payroll period, had all of his Tax-Deferred Contributions and
After-Tax Contributions suspended (either voluntarily or involuntarily)
at a time when the aggregate of such contributions for the calendar
year exceeded six percent of his Compensation paid during the calendar
year and prior to the suspension. The additional Matching Employer
Contribution payable with respect to a payroll period for the account
of a Participant described in the preceding sentence is to equal the
Employer Contribution Rate multiplied by six percent of the
Compensation paid to him for such payroll period; provided, however,
that such additional Matching Employer Contribution shall be paid for
the account of a Participant only until such time as the aggregate
amount of his Tax-Deferred Contributions and After-Tax Contributions
for the calendar year equals six percent of the Compensation that has
been paid to him with respect to the calendar year. All Matching
Employer Contributions for any payroll period ending during a calendar
month shall be paid in cash or in Company Stock to the Trustee not
later than the 30th day of the next succeeding calendar month. In any
case, the Matching Employer Contribution for each payroll period ending
during a calendar month, regardless of when actually paid, shall for
all purposes of the Plan be deemed to have been made no later than the
last day of such month.
6.2 LIMITATION ON AMOUNT.
Notwithstanding anything to the contrary contained in the Plan, the
Matching Employer Contributions of the Employers for any Plan year,
when combined with the Tax-Deferred Contributions made by the Employers
for such Plan year, shall be made only out of the current or
accumulated net income of the respective Employers and shall in no
event
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exceed (i) the maximum amount which will constitute an allowable
deduction for such year to the Employers under Section 404 of the Code,
(ii) the maximum amount which may be contributed by the Employers under
Section 415 of the Code, or (iii) the maximum amount which may be
contributed pursuant to any wage stabilization law, or any regulation,
ruling, or order issued pursuant to law.
6.3 ALLOCATION OF MATCHING EMPLOYER CONTRIBUTIONS.
The Matching Employer Contributions for each payroll period ending
during a calendar month shall be allocated no later than the last day
of such month among Participants and Former Participants on whose
behalf Tax-Deferred Contributions were made or who made After-Tax
Contributions during such payroll period. The allocation to be made to
each such Participant and Former Participant for such payroll period
shall be an amount equal to the Employer Contribution Rate multiplied
by the aggregate of (a) the amount contributed to the Plan on his
behalf as a Tax-Deferred Contribution for such payroll period, plus (b)
the amount he contributed to the Plan as an After-Tax Contribution for
such payroll period; provided, however, that such aggregate amount
shall not include any portion of the sum of the Tax-Deferred
Contributions and After-Tax Contributions of the Participant with
respect to a payroll period that is in excess of six percent of his
Compensation for such payroll period. An Employer's Matching Employer
Contribution for a Participant or Former Participant shall be allocated
with respect to the Tax-Deferred Contributions made on his behalf and
his After-Tax Contributions only to the extent that such Tax-Deferred
Contributions and such After-Tax Contributions are based on
Compensation paid, or which would have been paid but for the provisions
of the Plan, by such Employer during such payroll period. Further, a
Participant or Former Participant with respect to whom an Employer has
made an additional Matching Employer Contribution for a calendar month
in accordance with Section 6.1 shall receive an allocation equal to the
amount of such additional Matching Employer Contribution made for his
account. Subject to the provisions of Article IX, the Trustee shall
credit the amount so allocated to each such Participant or Former
Participant to his separate account no later than the last day of the
month during which such payroll period ends.
6.4 PREVENTED CONTRIBUTIONS.
The provisions of this Section 6.4 shall be given full force and effect
notwithstanding anything to the contrary, other than Section 6.2,
contained in the Plan. In the event that any Employer which together
with any other Employers hereunder constitutes an affiliated group
within the meaning of Section 1504 of the Code is prevented from paying
any part or all of its contribution to be made for any Plan year
hereunder by reason of its having no current or accumulated net income
or because such net income is less than the contribution which such
Employer would otherwise have made, then the amount thereof so
prevented shall be paid by the other Employers in such affiliated
group, in such proportion and to such extent as prescribed under
Section 404(a)(3)(B) of the Code. Such amount for all purposes of the
Plan shall be deemed to be a contribution made for such Plan year by
the Employer on behalf of which it was made. In the event an Employer
which is not a member of such an affiliated group is prevented from
paying all
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or part of its contribution for any Plan year, the amount so prevented
shall not be paid by any other Employer.
6.5 DETERMINATION OF ANNUAL EMPLOYER CONTRIBUTION RATE.
The Board of Directors of the Company shall determine the percentage to
be used as the Employer Contribution Rate for each Plan year. The
Employer Contribution Rate for a specific Plan year shall be announced
to Employees by November 15 of the preceding Plan year.
6.6 DETERMINATION OF AMOUNT OF EMPLOYER CONTRIBUTION.
The Company shall determine the amount to be contributed by each
Employer for each payroll period in accordance with the provisions of
the Plan.
6.7 EFFECT OF PLAN TERMINATION.
Notwithstanding anything to the contrary contained in the Plan, any
termination of the Plan shall terminate the liability of the Employers
to make further contributions to the Plan, other than contributions for
any payroll period ended prior to the time of such termination, and
other than the Minimum Employer Contribution under Section 22.1.
6.8 LIMITATION ON MATCHING EMPLOYER CONTRIBUTIONS AND AFTER-TAX
CONTRIBUTIONS OF HIGHLY COMPENSATED Employees.
Notwithstanding anything to the contrary contained in the Plan, no
Matching Employer Contributions or After-Tax Contributions made with
respect to a Plan year on behalf of eligible Highly Compensated
Employees may result in an average contribution percentage for Highly
Compensated Employees that exceeds the greater of
(a) a percentage that is equal to 125 percent of the average
contribution percentage for all other eligible Employees for
the preceding Plan year, or
(b) a percentage that is not more than 200 percent of the average
contribution percentage for all other eligible Employees for
the preceding Plan year and that is not more than two
percentage points higher than the average contribution
percentage for all other eligible Employees for the preceding
Plan year.
In the event the Matching Employer Contributions and After-Tax
Contributions with respect to a Plan year for eligible Highly
Compensated Employees would otherwise exceed the limit specified in the
preceding sentence, a certain amount of the Matching Employer
Contributions and After-Tax Contributions, along with the income but
minus the losses allocable thereto, shall be distributed or forfeited
prior to the end of the next following Plan year, with such certain
amount and the treatment thereof to be determined as follows:
(c) First, the maximum percentage of After-Tax Contributions shall
be reduced, in accordance with procedures adopted by the
Company, from fifty percent to the
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greater of six percent or such percentage that will result in
the average contribution percentage limit specified above not
being exceeded, and the excess amount of After-Tax
Contributions attributable to such reduction shall be
distributed to the Highly Compensated Employees who made the
excess contributions;
(d) second, if application of (c) does not cause the Plan to meet
the average contribution percentage limit specified above, the
maximum percentage of After-Tax Contributions shall be further
reduced from six percent to such smaller percentage that,
taking into account the reduction in the After-Tax
Contributions and the loss of the Matching Employer
Contribution related thereto, will result in the average
contribution percentage limit specified above not being
exceeded, and the excess amount of After-Tax Contributions
attributable to such reduction shall be distributed to the
Highly Compensated Employees who made the excess
contributions;
(e) third, if (d) is applicable, and a Highly Compensated Employee
receiving a distribution thereunder of excess After-Tax
Contributions was fully vested in amounts credited to his
Goodyear Stock Fund Account as of the time such excess
contribution occurred, that portion of the Matching Employer
Contribution for such Plan year that relates to the After-Tax
Contributions distributed under (d) shall also be distributed
to the Highly Compensated Employee; and
(f) fourth, if (d) is applicable but (e) is not applicable, that
portion of the Matching Employer Contribution for such Plan
year that relates to the After-Tax Contribution distributed
under (d) shall be treated as a forfeiture under the Plan as
of the last day of the next following Plan year.
The income allocable to excess Matching Employer Contributions and
After-Tax Contributions shall be determined in the same manner set
forth in Section 4.3, by substituting "excess Matching Employer
Contributions and After-Tax Contributions" for "excess Tax-Deferred
Contributions." For purposes of this Section 6.8, the "contribution
percentage" of an Employee for a Plan year shall be the ratio of his
aggregate After-Tax Contributions and Matching Employer Contributions
with respect to the Plan year to his Compensation for such Plan year,
except that, to the extent permitted by regulations to be promulgated
by the Secretary of the Treasury, the Company may elect to take into
account in computing the numerator of each eligible Employee's
Contribution percentage the Tax-Deferred Contribution made on behalf of
the eligible Employee for the Plan year; an "eligible Employee" shall
mean an Employee who has met the eligibility requirements of Section
3.1 to become a Participant, whether or not he has become a
Participant; and an "eligible Highly Compensated Employee" shall mean a
Highly Compensated Employee who has met the eligibility requirements of
Section 3.1 to become a Participant, whether or not he has become a
Participant. The determination hereunder of whether excess After-Tax
Contributions or Matching Employer Contribution have been made by an
eligible Employee with the respect to a Plan year shall occur after
first determining the amount, if any, of that portion of the
Tax-Deferred Contribution of the eligible Employee that is in excess of
the annual aggregate limitation on Tax-Deferred
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Contributions and then determining the amount, if any, of Tax-Deferred
Contributions made on behalf of the eligible Employee that are in
excess of the limitations imposed under Section 4.3.
For Plan years commencing prior to December 31, 2001, notwithstanding
anything to the contrary contained in the Plan, the following multiple
use limitation as required under Section 401(m) of the Code shall
apply: the sum of the average deferral percentage and the average
contribution percentage for Highly Compensated Employees may not exceed
the aggregate limit. The aggregate limit is the sum of (g) 125 percent
of the greater of the average contribution percentage or the average
deferral percentage for all other eligible Employees and (h) the lesser
of 200 percent of, or two percentage points plus, the lesser of such
average contribution percentage or such average deferral percentage,
or, if it would result in a larger aggregate limit, the sum of (i) 125
percent of the lesser of the average contribution percentage or the
average deferral percentage for all other eligible Employees and (j)
the lesser of 200 percent of, or two percentage points plus, the
greater of such average contribution percentage or such average
deferral percentage. In the event that, after the satisfaction of the
limitations in Section 4.3 and this Section 6.8, it is determined that
contributions under the Plan fail to satisfy this multiple use
limitation, the multiple use limitation shall be satisfied by further
reducing the contribution percentages of Highly Compensated Employees
(beginning with the highest amount of such contributions) to the extent
necessary to eliminate such excess, with such further reductions to be
treated as excess contributions and disposed of as provided in this
Section 6.8.
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ARTICLE VII
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS
7.1 DEPOSIT OF CONTRIBUTIONS.
All Tax-Deferred Contributions, After-Tax Contributions and Catch-Up
Contributions shall be deposited by the Trustee upon receipt in the
Investment Funds as the Company shall direct and all Matching Employer
Contributions shall be deposited by the Trustee upon receipt in the
Goodyear Stock Fund; provided, however, that the Company's directions
with respect to all Tax-Deferred Contributions, After-Tax Contributions
and Catch-Up Contributions shall be based on the investment election of
each Participant made in accordance with the provisions of Section 7.2.
For all purposes hereunder, Tax-Deferred Contributions, After-Tax
Contributions, Catch-Up Contributions and Matching Employer
Contributions for each payroll period ending during a calendar month
shall be deemed to have been deposited no later than the last day of
such month. The Trustee shall have no duty to collect or enforce
payment of contributions or inquire into the amount or method used in
determining the amount of contributions, and shall be accountable only
for contributions received by it.
7.2 INVESTMENT ELECTIONS OF PARTICIPANTS.
Each Participant shall, upon electing to participate under the Plan in
accordance with the provisions of Section 3.1, make an investment
election in the manner prescribed by the Company, directing the manner
in which his Tax-Deferred Contributions, After-Tax Contributions and
Catch-Up Contributions shall be deposited and held by the Trustee. The
investment election of a Participant with respect to his Tax-Deferred
Contributions, After-Tax Contributions and Catch-Up Contributions shall
specify the percentage of such contributions that is to be deposited in
each of the Investment Funds, which percentage amounts must be whole
percentage amounts not in excess in the aggregate of 100%. The
investment election by a Participant shall remain in effect until he
ceases to be a Participant in accordance with the provisions of the
Plan; provided, however, that a Participant may change his investment
election, at any time, in the manner and form as prescribed by the
Company by making a new election specifying a change in his investment
election. Any such change must again specify a percentage of the
Tax-Deferred Contributions, After-Tax Contributions and Catch-Up
Contributions of the Participant that is to be deposited in each of the
Investment Funds, which percentage amounts must be whole percentage
amounts not in excess in the aggregate of 100%, and shall not affect
the amounts credited to any separate account or sub-account of the
Participant or to any Investment Fund as of any date prior to the date
on which such change is to become effective.
7.3 ELECTION TO TRANSFER INTEREST BETWEEN FUNDS.
A Participant or a Beneficiary who has an interest in an Investment
Fund (other than an interest in the Goodyear Stock Fund attributable to
Matching Employer Contributions that has not been transferred
previously under Section 7.4) may elect at any time to
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transfer all or a portion of such interest to another Investment Fund.
The Participant election or Beneficiary election must specify the
Investment Fund from which the transfer is to be made, either that the
total balance in that Investment Fund is to be transferred or a lesser
dollar amount that is to be transferred, each Investment Fund to which
the transfer is to be made, and a percentage of the amount transferred
that is to be transferred to each Investment Fund, which percentage
must be an integral multiple of 1%. Any such transfer election must be
made in the manner and form and at the time prescribed by the Company.
Once the election becomes effective, it shall be irrevocable.
Notwithstanding the foregoing, a Participant or a Beneficiary may not
transfer any portion of an interest in the Stable Value Fund directly
to a Self-Directed Account.
7.4 ELECTION TO TRANSFER MATCHING EMPLOYER CONTRIBUTION INTEREST FROM
GOODYEAR STOCK FUND.
A Participant who has attained age 52 and who has an interest in the
Goodyear Stock Fund attributable to Matching Employer Contributions, or
a Beneficiary with respect to such a Participant, may elect at any time
to transfer all or a portion of such interest to another Investment
Fund. The Participant election or Beneficiary election must specify a
dollar amount that is to be transferred, each Investment Fund to which
a transfer is to be made, and the percentage of the total amount to be
transferred to each such Investment Fund. Any such transfer election
must be made in the manner and form and at the time prescribed by the
Company.
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ARTICLE VIII
ESTABLISHMENT OF FUNDS AND PARTICIPANTS' ACCOUNTS
8.1 ESTABLISHMENT OF GENERAL FUND.
The Trustee shall establish a General Fund as required to hold and
administer any assets of the Trust Fund that are not allocated among
the separate Investment Funds as provided in the Plan or the Trust
Agreement. The General Fund shall be held and administered by the
Trustee as a separate common trust fund. The interest of each
Participant, Former Participant, or Beneficiary under the Plan in the
General Fund shall be an undivided interest.
8.2 INVESTMENT FUNDS.
The Trustee shall establish the following Investment Funds:
(a) A Stable Value Fund which shall be invested primarily in
contracts with banks, insurance companies, or other financial
institutions which provide for rates of return for particular
periods of time. Additionally, the Stable Value Fund may be
invested in investment grade securities which provide for
fixed or determinable rates of return. The securities may be
held directly by the Plan, in group trusts, or in separate
accounts of insurance companies.
(b) An S&P 500 Index Stock Equity Fund which shall be invested
primarily in the 500 stocks that comprise the S&P 500
Composite Index.
(c) Asset Allocation Funds comprised of the following three
balanced funds:
(i) A Conservative Asset Allocation Fund which shall be
invested primarily in bonds and stocks with a target
allocation of 60% bonds and 40% United States stocks.
(ii) A Moderate Asset Allocation Fund which shall be
invested primarily in bonds and stock with a target
allocation of 40% bonds and 60% United States stocks.
(iii) An Aggressive Asset Allocation Fund which shall be
invested primarily in bonds and stocks with a target
allocation of 65% United States stocks, 15%
international stocks, and 20% bonds.
(d) A Large Capitalization Stock Equity Fund which shall be
invested primarily in common stocks of medium and large
companies that have better-than-average prospects for
appreciation.
(e) A Small Capitalization Stock Equity Fund which shall be
invested primarily in small company stocks that are expected
to provide long-term capital growth.
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(f) An International Stock Equity Fund which shall be invested
primarily in common stocks and debt obligations of companies
and governments outside of the United States that are expected
to produce long-term capital growth.
(g) A Self-Directed Account in which the Participant, Former
Participant, or Beneficiary may direct the investment of all
or any part of his separate account among a list of mutual
funds selected by the Company and the Trustee. The provisions
of this paragraph (g) of Article 8.2 shall be effective only
if and to the extent that the Company, in its discretion,
implements them.
(h) If a loan from the Plan to a Participant is approved in
accordance with the provisions of Article XX, the Company
shall direct the establishment and maintenance of a Loan
Investment Fund in the Participant's name. Notwithstanding any
other provision of the Plan to the contrary, income received
with respect to a Participant's Loan Investment Fund shall be
allocated and the Loan Investment Fund shall be administered
as provided in Article XX.
The Company may determine from time to time to direct (i) the closing
of an Investment Fund or Investment Funds or (ii) the establishment and
maintenance of an additional Investment Fund or Investment Funds and
shall select the investments for such Investment Fund or Investment
Funds. The Company shall communicate the same and any changes therein
in writing to the Plan Administrator and the Trustee. All assets of
each Investment Fund, except for a Self-Directed Account or a Loan
Investment Fund, shall be held and administered by the Trustee as a
separate trust fund. The interest of each Participant, Former
Participant, or Beneficiary under the Plan in any Investment Fund,
other than a Self-Directed Account or a Loan Investment Fund, and other
than an Investment Fund that consists of a mutual fund, shall be an
undivided interest. The interest of each Participant, Former
Participant, or Beneficiary under the Plan in any Investment Fund that
consists of a mutual fund shall be an undivided interest in the units
of the mutual fund held by the Plan. All assets of each Self-Directed
Account and each Loan Investment Fund shall be held and administered as
a separate trust fund.
8.3 GOODYEAR STOCK FUND AND SUSPENSE FUND.
The Company shall direct the establishment and maintenance of a
Goodyear Stock Fund to which Matching Employer Contributions shall be
allocated, together with any Tax-Deferred Contributions, After-Tax
Contributions, Catch-Up Contributions and Rollover Contributions made
by or on behalf of a Participant that he elects to have allocated to
the Goodyear Stock Fund. Subject to the provisions of the Trust
Agreement, the assets of the Goodyear Stock Fund shall be invested by
the Trustee primarily in Company Stock. Assets of the Goodyear Stock
Fund may also be invested by the Trustee in interest-bearing common,
commingled, group, or collective trust funds maintained by the Trustee
exclusively for the short-term investment of assets of tax-qualified
benefit plans. The Trustee may purchase Company Stock on the open
market through a national securities exchange or in the
over-the-counter market through a broker-dealer which is a member of
the National Association of Securities Dealers. In addition, the
Trustee may purchase Company Stock from the Company or another
qualified plan of the Company
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participating in the collective trust in accordance with the
requirements of Section 408 of the Act. The Goodyear Stock Fund shall
be held and administered as a separate Investment Fund. The interest of
each Participant, Former Participant, or Beneficiary under the Plan in
the Goodyear Stock Fund shall be an undivided interest.
The Company shall also direct the establishment and maintenance of a
Suspense Fund, to hold and administer any Company Stock that is pledged
as collateral for any Acquisition Loan. No Participant, Former
Participant, or Beneficiary shall have an interest in the Suspense
Fund. Subject to the provisions of Section 18.15, the assets of the
Suspense Fund shall be valued at fair market value as of each valuation
date. In any Plan Year that any shares of Company Stock are no longer
required to be pledged as collateral for such a loan, the Trustee shall
release such shares from encumbrance in the Suspense Fund and shall
transfer them to the Goodyear Stock Fund as of the last day of such
Plan Year. The number of such shares to be released from the Suspense
Fund for allocation to Participants for each Plan year shall be based
upon one of the following two formulae:
(a) PRINCIPAL AND INTEREST RELEASE FORMULA. For each Plan Year
during the duration of such a loan, the number of shares
released must equal the number of encumbered shares held in
the Suspense Fund immediately before release for the current
Plan Year multiplied by a fraction. The numerator of the
fraction is the amount of principal and interest paid for the
year. The denominator of the fraction is the sum of the
numerator plus the principal and interest to be paid for all
future years. Subject to the requirements of regulations
issued under the Act and the Code, the number of future years
under the loan must be definitely ascertainable and must be
determined without taking into account any possible extensions
or renewal periods. If the interest rate is variable, the
interest to be paid in future years must be computed by using
the interest rate applicable as of the end of the Plan Year.
(b) PRINCIPAL-ONLY RELEASE FORMULA. As an alternative to the
formula described above, the Plan may release shares of
Company Stock from the Suspense Fund using the formula
described above but calculated only with reference to
principal payments. If this second formula is used, the
following additional requirements apply: (i) the loan must
provide for annual payments of principal and interest at a
cumulative rate that is not less rapid at any time than level
annual payments of such amounts for 10 years; (ii) interest
included in any payment may be disregarded only to the extent
that it would be determined to be interest under standard loan
amortization tables; and (iii) this alternate formula may not
be used from the time that, by reason of a renewal, extension,
or refinancing, the sum of the expired duration of the
Acquisition Loan, the renewal period, the extension period,
and the duration of a new loan exceeds 10 years.
If the Company Stock held as collateral for such a loan includes more
than one class of stock, the number of shares of each class to be
released for a Plan year shall be determined by applying the same
formula and same fraction to each class of Company Stock. Any shares so
released and transferred shall be allocated in the same manner as
Employer Contributions for such Plan year as set forth in Section 6.3.
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8.4 APPOINTMENT OF INVESTMENT MANAGERS.
As provided in the Trust Agreement, the Company may appoint one or more
investment managers (as defined in Section 3(38) of ERISA) with respect
to any portion of any trust fund established under this Article VIII.
8.5 INCOME ON TRUST FUNDS.
Any dividends, interest, distributions, or other income received by the
Trustee in respect of a Fund shall be reinvested by the Trustee in the
respective Fund for which such income was received.
8.6 SEPARATE ACCOUNTS.
As of the first date a contribution is made by or on behalf of an
Employee, there shall be established a separate account in his name
reflecting his interest in the Trust Fund. Each separate account shall
be maintained and administered for each Participant, Former
Participant, and Beneficiary in accordance with the provisions of the
Plan.
8.7 SUB-ACCOUNTS.
The separate account of each Participant, Former Participant, and
Beneficiary shall be divided into individual sub-accounts reflecting
the portion of such account which is derived from Matching Employer
Contributions, Tax-Deferred Contributions, After-Tax Contributions and
Catch-Up Contributions. Each sub-account shall reflect separately
contributions allocated to each Investment Fund and the earnings and
losses attributable thereto. Such other sub-accounts may be established
as are necessary or appropriate to reflect the interest of a
Participant, Former Participant, or Beneficiary in the Trust Fund.
8.8 ACCOUNT BALANCES.
For all purposes hereof, the balance of each separate account of a
Participant, Former Participant, or Beneficiary, including
sub-accounts, as of any date shall be the balance of such account or
sub-account after all credits and charges thereto, for and as of such
date, have been made as provided herein.
8.9 FUNDS FROM PREDECESSOR PLANS.
At the direction of the Company, the Trustee is authorized to accept
the transfer of funds being held by the funding agent for a predecessor
plan (as hereinafter defined) for the benefit of an eligible Employee,
provided that at no time in the course of the transfer shall such funds
be made available to the eligible Employee. The Trustee shall have no
duty to verify whether the amount of any predecessor plan funds
delivered to it is correct, and shall have no duty of inquiry into the
administration of any predecessor plan or of any prior trust or other
funding agency for a predecessor plan. The Trustee shall deposit all
funds received by it from a predecessor plan in the Investment Funds in
accordance with the directions of the Company, which shall be based on
the investment elections of the eligible Employees made in the form and
manner prescribed by the Company. The
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Trustee shall establish and maintain a separate account and such
sub-accounts in the name of an eligible Employee as are necessary to
reflect his interest that is attributable to predecessor plan funds and
to reflect the portion of his predecessor plan funds that is
attributable to voluntary after-tax contributions, to contributions
made pursuant to a cash or deferred arrangement qualified under Section
401(k) of the Code, and to other employer contributions. Each such
separate account shall, upon each valuation date, share in the net
increase or decrease in the value of the assets of the Investment Funds
maintained under the Plan on the basis of the balance of such separate
account immediately prior to the valuation date in accordance with
Section 10.1, provided, however, that such balance for this purpose
only shall be reduced by the amount of any funds transferred to the
Trustee since the immediately preceding valuation date. With the
exception of funds transferred from a predecessor plan maintained by an
Employer or a related corporation, which shall be vested in accordance
with the next following sentence of this Section 8.9, all predecessor
plan funds shall at all times be fully vested and nonforfeitable. The
vested interest of a Participant in funds transferred from a
predecessor plan maintained by an Employer or a related corporation
shall be determined as of the date of transfer based on the vesting
provisions of the predecessor plan in effect on such date, and on and
after the date of transfer the vested interest shall be determined
based on the vesting provisions of the Plan or, in the event an
election under Section 12.6 applies with respect to the Participant,
based on the vesting provisions of the predecessor plan as of the date
of transfer. Predecessor plan funds shall be distributed at such times
and according to such methods as are generally provided under the Plan.
In addition, predecessor plan funds attributable to voluntary,
after-tax contributions made under the predecessor plan shall be
subject hereunder to the withdrawal provisions applicable to After-Tax
Contributions and predecessor plan funds that were contributed pursuant
to a cash or deferred arrangement qualified under Section 401(k) of the
Code shall be subject hereunder to the withdrawal and distribution
provisions applicable to Tax-Deferred Contributions. For purposes of
this Section 8.9, a predecessor plan shall mean any other defined
contribution plan that complies with the requirements of Section 401(a)
of the Code and satisfies the conditions specified in Section
401(a)(11)(B)(iii) of the Code.
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ARTICLE IX
LIMITATIONS ON ALLOCATIONS TO ACCOUNTS
9.1 LIMITATION ON CREDITING OF CONTRIBUTIONS.
Notwithstanding anything to the contrary contained in the Plan, the
amount of Matching Employer Contributions, Tax-Deferred Contributions,
and After-Tax Contributions, which may be credited to the separate
account of any Participant or Former Participant shall be subject to
the following provisions:
(a) For purposes of this Section 9.1, the "annual addition" with
respect to a Participant or Former Participant shall mean the
sum for any calendar year of the following amounts:
(i) Tax-Deferred Contributions, After-Tax Contributions,
and Matching Employer Contributions that are credited
to the separate account of such Participant or Former
Participant for such calendar year pursuant to
Sections 4.4, 5.3, and 6.4, and
(ii) the amount, if any, of Employer Contributions and
forfeitures and employee after-tax contributions that
are credited to the Participant or Former Participant
for such calendar year under any other qualified
defined contribution plan (whether or not terminated)
maintained by an Employer or a related corporation
concurrently with the Plan, and amounts described in
Sections 415(l)(2) and 419A(d)(2) allocated to the
Participant or Former Participant for such calendar
year.
(b) For purposes of this Section 9.1, the "compensation" of a
Participant or Former Participant shall mean (in contrast with
Compensation as defined in paragraph (i) of Section 2.1) his
wages, salaries, and other amounts received for personal
services actually rendered in the course of employment with an
Employer or a related corporation, excluding, however,
(i) for calendar years beginning before January 1, 1998,
contributions made by an Employer or a related
corporation to a plan of deferred compensation
(including Tax-Deferred Contributions hereunder) to
the extent that, before the application of the
limitations of Section 415 of the Code to such plan,
the contributions are not includable in the gross
income of the Participant or Former Participant for
the taxable year in which contributed;
(ii) for calendar years beginning before January 1, 1998,
contributions made by an Employer or a related
corporation on his behalf to a simplified employee
pension described in Section 408(k) of the Code;
(iii) any distributions from a plan of deferred
compensation (other than amounts received pursuant to
an unfunded non-qualified plan in the year
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such amounts are includable in the gross income of
the Participant or Former Participant);
(iv) amounts received from the exercise of a non-qualified
stock option or when restricted stock or other
property held by the Participant or Former
Participant becomes freely transferable or is no
longer subject to substantial risk of forfeiture;
(v) amounts received from the sale, exchange, or other
disposition of stock acquired under a qualified stock
option; and
(vi) any other amounts that receive special tax benefits,
such as premiums for group term life insurance (but
only to the extent that the premiums are not
includable in the gross income of the Participant or
Former Participant).
(c) The annual addition with respect to a Participant or Former
Participant shall not exceed the lesser of
(i) $35,000 for the calendar year beginning January 1,
2001, and $40,000 for the calendar year beginning
January 1, 2002, and each calendar year thereafter
(subject to adjustment annually pursuant to Internal
Revenue Service regulations and rulings under Section
415 of the Code), or
(ii) 25 percent for the calendar year beginning January 1,
2001, and100 percent for the calendar year beginning
January 1, 2002, and each calendar year thereafter,
of such Participant's compensation, as defined in
Section 415(c)(3) of the Code and regulations issued
thereunder, for such calendar year. The compensation
limit referred to in this subparagraph (ii) shall not
apply to any contribution for medical benefits after
separation from service (within the meaning of
Section 401(b) or Section 419A(F)(2) of the Code)
which is otherwise treated as an annual addition.
If as a result of the allocation of forfeitures, a reasonable
error in estimating the Participant's compensation, a
reasonable error in determining the amount of elective
deferrals (within the meaning of Section 402(g)(3) of the
Code) that may be made with respect to any individual under
the limits of Section 415 of the Code, or other reasonable
facts and circumstances that the Commissioner of the Internal
Revenue finds to justify the availability of the rules set
forth below, the annual addition to the separate account of a
Participant or Former Participant in any calendar year would
exceed the amount that may be applied for his benefit under
the limitation contained in this Section 9.1 absent such
limitation, the amount of his After-Tax Contributions for such
calendar year and of that portion of the Matching Employer
Contributions that would be allocated to such Participant or
Former Participant under Section 6.3 based thereon, but that
would exceed the limitation herein, shall be reduced (applying
the same percentage reduction with respect to both such
After-Tax Contributions and Matching Employer Contributions)
to the extent necessary to eliminate such excess. The
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amount of any such reduction of After-Tax Contributions shall
be returned to such Participant or Former Participant (plus
the earnings, if any, attributable to such amount), and the
amount of any such reduction of Matching Employer
Contributions shall be deemed a forfeiture for such calendar
year and shall be applied against the Company's Matching
Employer Contribution obligation as described below. If the
limitation contained in this Section 9.1 would still be
exceeded after application of the previous sentence, the
amount of the Tax-Deferred Contributions made on behalf of
such Participant or Former Participant for such calendar year
and that portion of the Matching Employer Contribution that
would be allocated to such Participant or Former Participant
under Section 6.3 based thereon, but that would exceed the
limitation herein, shall be reduced (applying the same
percentage reduction with respect to both Tax-Deferred
Contributions and Matching Employer Contributions) to the
extent necessary to eliminate such excess. The amount of any
such reduction of Tax-Deferred Contributions shall be applied
as the initial Tax-Deferred Contributions made by the
Participant for the next following limitation year until such
amount is exhausted, unless the Participant is not covered by
the Plan as of the end of the limitation year, in which event
such amount shall be deemed a forfeiture for such calendar
year and shall be applied against the Company's Matching
Employer Contribution obligation as described below. The
amount of any such reduction of Matching Employer
Contributions shall be deemed a forfeiture for such calendar
year and shall be applied against the Company's Matching
Employer Contributions obligation as described below. Amounts
which are deemed forfeitures hereunder with respect to the
Company for a calendar year shall be held unallocated in a
suspense account established with respect to the Company and
shall for all Plan purposes be applied against the Company's
Matching Employer Contribution obligation for the next
following calendar year (and succeeding calendar years, as
necessary). No such suspense account shall share in any
increase or decrease in the net worth of the Investment Funds.
(d) For calendar years beginning before January 1, 2000, if any
Participant or Former Participant in the Plan also shall be
covered by a qualified defined benefit plan (whether or not
terminated) maintained by an Employer or a related corporation
concurrently with the Plan, the sum of subparagraphs (i) and
(ii) below shall in no event exceed 1.0 in any calendar year
where
(i) is the defined benefit plan fraction (determined as
of the close of such calendar year), the numerator of
which is the projected annual benefit of such
Participant or Former Participant under such plan and
the denominator of which is the lesser of (1) the
product of 1.25 multiplied by the dollar limitation
in effect under Section 415(b)(1)(A) of the Code for
such calendar year, or (2) the product of 1.4
multiplied by the amount which may be taken into
account under Section 415(b)(1)(B) of the Code with
respect to such Participant or Former Participant for
such calendar year; and
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(ii) is the defined contribution plan fraction, the
numerator of which is the sum of the annual addition
to the separate accounts of such Participant or
Former Participant as of the close of such calendar
year and for each prior year of service with an
Employer or a related corporation and the denominator
of which is the sum of the lesser of the following
amounts determined for such calendar year and each
prior year of service with an Employer or a related
corporation: (1) the product of 1.25 multiplied by
the dollar limitation in effect under Section
415(c)(1)(A) of the Code for such calendar year
determined without regard to Section 415(c)(6), or
(2) the product of 1.4 multiplied by the amount which
may be taken into account under Section 415(c)(1)(B)
(or Section 415(c)(7) or (8), if applicable) with
respect to such Participant or Former Participant for
such calendar year.
In the event the special limitation contained in this
paragraph (d) is exceeded, the benefits otherwise payable to
the Participant or Former Participant under any such qualified
defined benefit plan shall be reduced to the extent necessary
to meet such limitation. If the Plan satisfied the applicable
requirements of Section 415 of the Code as in effect for all
limitation years beginning before January 1, 1987, an amount
shall be subtracted from the numerator of the defined
contribution plan fraction (not exceeding such numerator) as
prescribed by the Secretary of the Treasury so that the sum of
the defined benefit plan fraction and the defined contribution
plan fraction computed under Section 415(e)(1) of the Code, as
revised by the Tax Reform Act of 1986, does not exceed 1.0 for
such limitation year.
(e) In the event that a Participant or Former Participant is
covered by any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a
related corporation concurrently with the Plan, the procedure
set forth in paragraph (c) of this Section 9.1 shall be
implemented first by returning the contributions made by the
Participant or Former Participant for such calendar year under
all of the defined contribution plans other than the Plan. If
the limitation contained in this Section 9.1 is still not
satisfied after returning all of the contributions made by the
Participant or Former Participant under all such other plans,
the procedure set forth in paragraph (c) of this Section 9.1,
without regard to the foregoing provisions of this paragraph
(e), shall be invoked to eliminate any such excess. If the
limitation contained in this Section 9.1 is still not
satisfied after invocation of the procedure set forth in
paragraph (c) of this Section 9.1, the portion of the Employer
contributions and of forfeitures for the calendar year under
all such other plans, which has been allocated to such
Participant thereunder, but which exceeds the limitation
herein, shall be deemed a forfeiture for such calendar year
and shall, subject to the provisions of this Section 9.1, be
reallocated among and credited to the separate accounts of the
remaining Participants and Former Participants in such other
plans who are eligible to share in such contributions and
forfeitures for such calendar year; provided, however, that
the amount of the Employer contributions and of any
forfeitures which is deemed a forfeiture under this paragraph
(e) shall be effected
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on a pro rata basis among all of such plans, including the
Plan, unless the Participant or Former Participant is covered
by a money purchase pension plan or a tax credit plan meeting
the requirements of Section 409 of the Code, in which event
the forfeiture shall be effected first under the Plan (and any
other defined contribution plan which is not a money purchase
pension plan nor a tax credit plan) and, if the limitation is
still not satisfied, then under such money purchase pension
plan, and finally, if the limitation is still not satisfied,
then under such tax credit plan. In the event that a
Participant or Former Participant is covered by a qualified
defined benefit plan, the procedure set forth in paragraph (d)
of this Section 9.1 shall be implemented prior to effecting
any reduction in the benefit of such Participant or Former
Participant under the defined contribution plans.
(f) In the event that the limitations of paragraph (d) of this
Section 9.1 are applicable, the following adjustments shall be
made for purposes of applying such paragraph (d):
If, before October 3, 1973, the Participant or Former
Participant was an active participant in a qualified
defined benefit plan maintained by an Employer and
otherwise satisfies the requirements of Section
2004(d)(2) of the Act, the defined benefit plan
fraction described in subparagraph (d)(i) shall not
exceed 1.0.
(g) For purposes of this Section 9.1, the meaning of "related
corporation" shall be as modified by Section 415(h) of the
Code.
9.2 SCOPE OF LIMITATION.
The limitations contained in this Article IX shall be applicable only
with respect to benefits provided pursuant to the defined contribution
plans and defined benefit plans described in Section 415(k) of the
Code.
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ARTICLE X
VALUATIONS, DIVIDEND REINVESTMENTS, AND VOTING
10.1 VALUATION OF PARTICIPANT'S INTEREST.
As of each valuation date hereunder, the Trustee shall adjust each
separate account of each Participant, Former Participant and
Beneficiary, and any sub-account maintained thereunder, to reflect any
increase or decrease in the value of the Trust Fund since the
immediately preceding valuation date in the following manner:
(a) The Trustee shall value all of the assets of the Goodyear
Stock Fund at fair market value.
(b) The Trustee shall value all of the assets of the other
Investment Funds with respect to which no investment manager
has been appointed at fair market value and each investment
manager shall value all of the assets of the Investment Fund
with respect to which he has been appointed at fair market
value and shall provide the same to the Trustee. In valuing
the Investment Funds with respect to which no investment
manager has been appointed that consist of mutual funds, the
Trustee may rely on price data supplied by the mutual fund
manager.
(c) The Trustee shall then ascertain the net increase or decrease
in the value of the respective Investment Funds which is
attributable to net income, investment management fees, and
all profits and losses, realized and unrealized, since the
immediately preceding valuation date, on the basis of the
valuation provided under paragraphs (a) and (b) of this
Section 10.1, and after making appropriate adjustments for the
amount of all contributions made with respect to the month in
which such valuation date occurs and for any distributions and
withdrawals from the respective Investment Funds since such
preceding valuation date and prior to such date.
(d) The Trustee shall then allocate the net increase or decrease
in the value of the respective Investment Funds as thus
determined among all Participants, Former Participants, and
Beneficiaries who have an interest in the respective
Investment Funds, separately with respect to each of such
Investment Funds, in the ratio that the balance of each
separate account maintained under such Investment Fund on the
date immediately preceding such valuation date bears to the
aggregate of the balances of all such separate accounts on the
day immediately preceding such valuation date, and shall
credit or charge, as the case may be, each such separate
account with the amount of its allocated share. Moreover, the
Trustee shall in the same manner credit or charge any
sub-account maintained thereunder with the amount of its
allocated share.
(e) Finally, the Trustee shall then credit to the appropriate
separate account and sub-accounts of each Participant and
Former Participant, as applicable and in accordance with the
provisions of Article VIII, the Tax-Deferred Contributions
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made on his behalf, his After-Tax Contributions, and his share
of Matching Employer Contributions made since the immediately
preceding valuation date.
The Trustee may maintain its records for the Plan on the basis
of unit accounting.
10.2 REINVESTMENT OR DISTRIBUTION OF DIVIDENDS.
Except as may be otherwise elected by the Participant with respect to
Company Stock attributable to Matching Employer Contributions, all
dividends and other earnings of the Goodyear Stock Fund shall be used
by the Trustee to purchase additional Company Stock. If so elected by a
Participant, any cash dividends on Company Stock attributable to
Matching Employer Contributions or any portion thereof not used for
payment of principal and/or interest on an Acquisition Loan allocated
to the Participant's account shall be paid currently (or within 90 days
after the end of the Plan Year in which the dividends are paid to the
Trust) in cash to the Participant.
10.3 VOTING COMPANY STOCK.
All voting rights on Company Stock held in the Goodyear Stock Fund and
the Suspense Fund shall be exercised by the Trustee only as directed by
Participants, Former Participants, and Beneficiaries acting in their
capacity as "Named Fiduciaries" (as defined in Section 402 of the Act).
At least 30 days prior to each annual or special meeting of its
shareholders, the Company shall cause to be sent to each Participant,
and to each Former Participant and Beneficiary, a copy of the proxy
solicitation material therefor, together with a form requesting that
each such Participant, Former Participant, or Beneficiary give to the
Trustee or proxy solicitation and tabulation agent his confidential
instructions with respect to the manner in which his proportionate
interest in the Company Stock held in the Goodyear Stock Fund and the
Suspense Fund shall be voted by the Trustee. Upon timely receipt of
such instructions, the Trustee (after combining votes of fractional
shares to give effect to the greatest extent to the instructions
received) shall vote the Company Stock as instructed. If voting
instructions with respect to any Company Stock are not timely received
by the Trustee for a particular shareholder's meeting, such Company
stock shall not be voted. Instructions received from individual
Participants, Former Participants, and Beneficiaries by the Trustee
shall be held in the strictest confidence and shall not be divulged or
released to any person, including officers or employees of the Company.
10.4 FINALITY OF DETERMINATIONS.
The Trustee shall have exclusive responsibility for determining the net
income, liabilities, and value of the assets of the Goodyear Stock Fund
and for determining the balance of each separate account and
sub-account maintained hereunder. The Trustee shall have exclusive
responsibility for determining the net income, liabilities, and value
of the assets of the other Investment Funds with respect to which no
investment manager has been appointed, and each investment manager
shall have exclusive responsibility for determining the net income,
liabilities, and value of the assets of the Investment Fund with
respect to which he has been appointed. In determining the net income,
liabilities,
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and value of the assets of the Investment Funds with respect to which
no investment manager has been appointed that consist of mutual funds,
the Trustee may rely on information provided by the mutual fund
manager. The Trustee's and investment manager's determinations thereof
shall be conclusive upon the Employers, and all Participants, Former
Participants, and Beneficiaries hereunder.
10.5 NOTIFICATION.
As soon as reasonably possible after the end of each Plan year, the
Company shall notify each Participant, Former Participant, and
Beneficiary of the balance of his separate account and sub-accounts as
of the last day of such Plan year.
10.6 PROCEDURES REGARDING OFFERS TO ACQUIRE COMPANY STOCK
All decisions with respect to offers to acquire Company Stock held in
the Goodyear Stock Fund and the Suspense Fund shall be made only by the
Participants, Former Participants, and Beneficiaries acting in their
capacity as Named Fiduciaries in accordance with the provisions of this
Section 10.6 set forth below; provided, however, that the provisions of
this Section 10.6 shall not be applicable with respect to sales of
Company Stock by the Trustee for the purposes of making distributions
under the terms of the Plan, payment of expenses, and meeting other
cash requirements of the Trust.
(a) In the event an offer shall be received by the Trustee to
purchase or exchange any Company Stock held by the Trust, the
Trustee will advise each Participant, Former Participant, and
Beneficiary who has an interest in the Goodyear Stock Fund in
writing of the terms of the offer as soon as practicable after
its commencement and will furnish each such person with a form
by which he may instruct the Trustee confidentially whether or
not to tender or exchange Company Stock represented by his
Goodyear Stock Fund account. The materials furnished to the
Participants, Former Participants, and Beneficiaries shall
include (i) a notice from the Trustee that the Trustee will
not tender or exchange any Company Stock for which timely
instructions are not received by the Trustee and (ii) such
related documents as are prepared by any person and provided
to the shareholders of the Company pursuant to applicable law.
The Company and the Trustee may also provide Participants,
Former Participants, and Beneficiaries with such other
material concerning the offer as the Trustee or the Company in
its discretion determines to be appropriate; provided,
however, that prior to any distribution of materials by the
Company, the Trustee shall be furnished with sufficient
numbers of complete copies of all such materials. The Company
will cooperate with the Trustee to ensure that Participants,
Former Participants, and Beneficiaries receive the requisite
information in a timely manner.
(b) The Trustee shall tender or not tender Company Stock or
exchange or not exchange Company Stock held in the Goodyear
Stock Fund (including fractional shares) only as and to the
extent instructed by the Participants, Former Participants,
and Beneficiaries as Named Fiduciaries with respect to Company
Stock represented by their respective Goodyear Stock Fund
accounts. If tender or
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exchange instructions for Company Stock held in the Goodyear
Stock Fund represented by the Goodyear Stock Fund account of
any Participant, Former Participant, or Beneficiary, as the
case may be, are not timely received by the Trustee, the
Trustee will treat the non-receipt as a direction not to
tender or exchange such Company Stock. The instructions
received by the Trustee from Participants, Former
Participants, and Beneficiaries shall be held by the Trustee
in strict confidence and shall not be divulged or released to
any person, including directors, officers, or employees of the
Company, or of any other company, except as otherwise required
by law.
(c) Each Participant for whom there is maintained a Goodyear Stock
Fund account and who is entitled to direct the Trustee whether
or not to tender or exchange Company Stock represented by his
Goodyear Stock Fund account shall, as a Named Fiduciary,
separately direct the Trustee with respect to the tender or
exchange of a portion of the Company Stock that is held in the
Suspense Fund. Such direction shall apply to the number of
shares of Company Stock held in the Suspense Fund multiplied
by a fraction, the numerator of which is the number of shares
of Company Stock held in the Goodyear Stock Fund in which the
Participant has an interest, and the denominator of which is
the total number of shares of Company Stock held in the
Goodyear Stock Fund reflecting the interest of all
Participants who have provided directions to the Trustee under
this Section 10.6. For purposes of determining the fraction in
the preceding sentence, shares of Company Stock held in the
Goodyear Stock Fund with respect to which Participants, Former
Participants, and Beneficiaries are deemed to have issued a
direction not to tender Shares (because the Trustee did not
receive timely instructions from such persons, as described in
paragraph (b) of this Section 10.6), shall not be counted in
either the numerator or the denominator of said fraction.
(d) In the event, under the terms of an offer or otherwise, any
shares of Company Stock tendered for sale, exchange, or
transfer pursuant to such offer may be withdrawn from such
offer, the Trustee shall follow such instructions respecting
the withdrawal of such securities from such offer in the same
manner and the same proportion as shall be timely received by
the Trustee from the Participants, Former Participants and
Beneficiaries as Named Fiduciaries, entitled under this
Section 10.6 to give instructions as to the sale, exchange, or
transfer of securities pursuant to such offer.
(e) In the event that an offer for fewer than all of the shares of
Company Stock held by the Trustee shall be received by the
Trustee, each Participant, Former Participant, and Beneficiary
who has an interest in any Company Stock held in the Goodyear
Stock Fund subject to such offer shall be entitled to direct
the Trustee as to the acceptance or rejection of such offer
(as provided by this Section 10.6) with respect to the largest
portion of such Company Stock as may be possible given the
total number or amount of shares of Company Stock the Plan may
sell, exchange, or transfer pursuant to the offer based upon
the instructions received by the Trustee from all other
persons who shall timely instruct the Trustee pursuant to this
Section 10.6 to sell, exchange, or transfer such shares
pursuant to such
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offer, each on a pro rata basis in accordance with the number
or amount of such shares of Company Stock represented by his
Goodyear Stock Fund account.
(f) In the event an offer shall be received by the Trustee and
instructions shall be solicited from Participants, Former
Participants and Beneficiaries pursuant to paragraphs (a)
through (e) of this Section 10.6, and prior to termination of
such offer, another offer is received by the Trustee for the
securities subject to the first offer, the Trustee shall use
its best efforts under the circumstances to solicit
instructions from the Participants, Former Participants, and
Beneficiaries to the Trustee (i) with respect to securities
tendered for sale, exchange, or transfer pursuant to the first
offer, whether to withdraw such tender, if possible, and, if
withdrawn, whether to tender any securities so withdrawn for
sale, exchange, or transfer pursuant to the second offer and
(ii) with respect to securities not tendered for sale,
exchange, or transfer pursuant to the first offer, whether to
tender or not to tender such securities for sale, exchange, or
transfer pursuant to the second offer. The Trustee shall
follow all such instructions received in a timely manner from
Participants, Former Participants, and Beneficiaries in the
same manner and in the same proportion as provided in
paragraphs (a) through (e) of this Section 10.6. With respect
to any further offer for any Company Stock received by the
Trustee and subject to any earlier offer (including successive
offers from one or more existing offerors), the Trustee shall
act in the same manner as described above.
(g) A Participant's, Former Participant's, or Beneficiary's
instructions to the Trustee to tender or exchange Company
Stock will not be deemed a withdrawal or suspension from the
Plan or a forfeiture of any portion of such person's interest
in the Plan. Funds received in exchange for tendered shares
will be credited to the Goodyear Stock Fund account of the
person with respect to whom such shares of Company Stock were
tendered or the Suspense Fund from which such shares of
Company Stock were tendered and will be used by the Trustee to
purchase Company Stock, as soon as practicable. In the
interim, the Trustee will invest such funds in short-term
investments permitted under the Plan.
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ARTICLE XI
WITHDRAWALS WHILE EMPLOYED
11.1 WITHDRAWAL OF AFTER-TAX CONTRIBUTIONS.
A Participant may elect to withdraw in cash an amount equal to all or
any portion of the value of the balance of his sub-account attributable
to his After-Tax Contributions as of the most recent valuation date. In
the event a Participant has more than one Investment Fund in his
sub-account attributable to After-Tax Contributions and he withdraws
only a portion of the balance of such sub-account, the withdrawal shall
be charged to each of the Investment Funds in the ratio that the
balance of the sub-account invested in the Investment Fund as of the
most recent valuation date bears to the balance of the sub-account as
of such date.
11.2 WITHDRAWAL OF MATCHING EMPLOYER CONTRIBUTIONS.
Prior to his attainment of age 59-1/2, a Participant may not withdraw
amounts attributable to Matching Employer Contributions unless the
Company has made a determination that a hardship exists and such
withdrawal is made in accordance with the provisions of Section 11.4. A
Participant who has attained the age of 59-1/2 may elect to withdraw in
cash an amount equal to all or any portion of his vested interest in
the value of the balance of his sub-account attributable to Matching
Employer Contributions as of the most recent valuation date. A
Participant's vested interest in Matching Employer Contributions shall
be the amount in which he would be vested under Section 12.2 had he
terminated his employment with his Employer. In the event a Participant
has one or more Investment Funds in his sub-account attributable to
Matching Employer Contributions and he withdraws only a portion of the
balance of such sub-account, the withdrawal shall be charged to each of
the Investment Funds in the ratio that the balance of the sub-account
invested in the Investment Fund as of the most recent valuation date
bears to the balance of the sub-account as of such date.
11.3 WITHDRAWAL OF TAX-DEFERRED CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS.
Prior to his attainment of age 59-1/2, a Participant may not withdraw
amounts attributable to Tax-Deferred Contributions or Catch-Up
Contributions unless the Company has made a determination that a
hardship exists and such withdrawal is made in accordance with the
provisions of Section 11.4. A Participant who has attained the age of
59-1/2 may elect to withdraw in cash an amount equal to all or any
portion of the value of the balance of his sub-account attributable to
his Tax-Deferred Contributions and his sub-account attributable to his
Catch-Up Contributions as of the most recent valuation date. In the
event a Participant has more than one Investment Fund in his
sub-account(s) attributable to Tax-Deferred Contributions and Catch-Up
Contributions and he withdraws only a portion of the balance of such
sub-account(s), the withdrawal shall be charged to each of the
Investment Funds in the ratio that the balance of the sub-account(s)
invested in the Investment Fund as of the most recent valuation date
bears to the balance of the sub-account(s) as of such date.
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11.4 CONDITIONS AND LIMITATIONS ON HARDSHIP WITHDRAWALS.
Notwithstanding anything to the contrary contained in this Article XI,
the restrictions imposed in Sections 11.2 and 11.3 which prohibit
withdrawal of amounts attributable to Tax-Deferred Contributions,
Catch-Up Contributions and Matching Employer Contributions prior to the
attainment of age 59-1/2 shall be inapplicable in any case in which the
Company, with respect to a withdrawal made hereunder, has made a
determination that the withdrawal is necessary to satisfy an immediate
and heavy financial need of the Participant in accordance with the
provisions of this Section 11.4. The Company shall grant a hardship
withdrawal only if it determines that the withdrawal is necessary to
meet an immediate and heavy financial need of the Participant. An
immediate and heavy financial need of the Participant means a financial
need on account of:
(a) medical expenses described in Section 213(d) of the Code
incurred by the Participant, the Participant's spouse, or any
dependent of the Participant (as defined in Section 152 of the
Code);
(b) purchase (excluding mortgage payments) of a principal
residence for the Participant.
(c) payment of tuition, related educational fees, and room and
board expenses for the next 12 months of post-secondary
education for the Participant, the Participant's spouse, or
any dependent of the Participant;
(d) the need to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of the
Participant's principal residence; or
(e) funeral expenses of a member of the Participant's family.
A withdrawal shall be deemed to be necessary to satisfy an immediate
and heavy financial need of a Participant only if all of the following
requirements are satisfied:
(f) The withdrawal is not in excess of the amount of the immediate
and heavy financial need of the Participant.
(g) The Participant has obtained all distributions, other than
hardship distributions, and all non-taxable loans currently
available under all plans maintained by the Company or any
related corporation.
(h) The Participant's Tax-Deferred Contributions, After-Tax
Contributions and Catch-Up Contributions and the Participant's
elective tax-deferred contributions and employee after-tax
contributions under all other tax-qualified plans maintained
by the Company or any related corporation shall be suspended
for at least 12 months after his receipt of the withdrawal and
he may not have any further Tax-Deferred Contributions or
Catch-Up Contributions made on his behalf nor shall he make
any further After-Tax Contributions until the Enrollment Date
next following the expiration of 12 months after the effective
date of such
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withdrawal; provided, however, that this paragraph (h) shall
not apply if the Participant has attained age 59-1/2.
Effective January 1, 2002, 12 months will be replaced with 6
months in this subparagraph.
(i) The Participant shall not make Tax-Deferred Contributions,
Catch-Up Contributions or elective tax-deferred contributions
under any other tax-qualified plan maintained by the Company
or any related corporation for the Participant's taxable year
immediately following the taxable year of the withdrawal in
excess of the applicable limit under Section 402(g) of the
Code for such next taxable year less the amount of the
Participant's Tax-Deferred Contributions, Catch-Up
Contributions and elective tax-deferred contributions under
any other plan maintained by the Company or any related
corporation for the taxable year of the withdrawal; provided,
however, that this paragraph (i) shall not apply if the
Participant has attained age 59-1/2.
The maximum amount that a Participant may withdraw because of a
hardship is (i) the balance of his sub-account attributable to
Tax-Deferred Contributions, exclusive of any earnings credited to such
amounts after December 31, 1988, except to the extent permitted by
regulations issued under Section 401(k) of the Code, (ii) his vested
interest in his sub-account attributable to Matching Employer
Contributions, (iii) the balance of his sub-account attributable to
Catch-Up Contributions, exclusive of any earnings, and (iv) the balance
of his sub-account attributable to After-Tax Contributions. Hardship
withdrawals shall be made effective as of the date on which the
withdrawal application is filed and shall be paid to the Participant as
soon as practicable thereafter. A Participant shall not fail to be
treated as an eligible Employee for the purposes of applying the
limitations contained in Sections 4.3 and 6.8 of the Plan merely
because his Tax-Deferred Contributions and After-Tax Contributions are
suspended in accordance with this Section 11.4.
11.5 SPECIAL AGE 70-1/2 DISTRIBUTION.
Notwithstanding any other provisions of the Plan to the contrary, a
Participant may elect to commence distribution of his vested interest
in his separate account as of any date after such Participant has
attained age 70-1/2. Any distribution of a Participant's interest under
this Section 11.5 shall be made in accordance with the otherwise
applicable provisions of Article XII.
11.6 ADJUSTMENT OF ACCOUNTS.
The Trustee shall adjust the separate account and sub-accounts of each
Participant who makes a withdrawal under Section 11.1, 11.2, 11.3,
11.4, or 11.5 to reflect such withdrawal as of the date of such
withdrawal, charging any such withdrawal against the Investment Funds,
as appropriate.
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ARTICLE XII
TERMINATION OF PARTICIPATION AND DISTRIBUTION
12.1 TERMINATION OF PARTICIPATION.
Each Participant shall cease to be a Participant hereunder on the first
to occur of the following dates:
(a) on the date such Participant's employment with an Employer or
a related corporation is terminated after he has attained age
65;
(b) on the date such Participant's employment with an Employer or
a related corporation is terminated because of physical or
mental disability preventing his continuing in the service of
such employer, as determined by the Company upon the basis of
a written certificate of a physician acceptable to it or, if
earlier, on the first anniversary of the first day of a period
in which he remains absent from the service of the Company and
all subsidiaries of the Company because of physical or mental
disability preventing his continuing in the service of his
employer, as determined by the Company upon the basis of a
written certificate of a physician acceptable to it;
(c) on the date such Participant's employment with an Employer or
a related corporation is terminated because of the death of
such Participant;
(d) on the date such Participant's employment with an Employer or
a related corporation is terminated after he has completed
four years of Continuous Service; or
(e) on the date such Participant's employment with an Employer or
a related corporation is terminated under any other
circumstances, including, in particular, (i) the date the
Participant's employment with an Employer or related
corporation is terminated in connection with the sale by the
Employer or related corporation of substantially all of the
assets used in a trade or business, even though the
Participant continues employment with the entity acquiring
such assets, and (ii) the date of the sale by an Employer or
related corporation of its interest in a subsidiary that
employs the Participant, even though the Participant continues
employment with such subsidiary.
provided, however, that if any such date shall be a valuation date,
such Participant shall for all purposes hereof cease to be a
Participant upon the next succeeding day. Written notice of a
Participant's Settlement Date shall be given promptly by the Company to
the Trustee. Notwithstanding anything to the contrary contained in the
Plan, a Participant's right to receive distribution of the balance of
his separate account as of his Settlement Date, in accordance with the
provisions of this Article XII, shall be fully vested and
nonforfeitable upon attainment of age 65.
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12.2 VESTING OF SEPARATE ACCOUNTS.
A Participant's vested interest in his sub-accounts attributable to
Tax-Deferred Contributions, After-Tax Contributions and Catch-Up
Contributions shall be at all times 100%. As of a Participant's
Settlement Date, and after notice thereof has been given as provided in
Section 12.1, the balance of the Participant's sub-account attributable
to Matching Employer Contributions shall be vested as follows:
(a) In the event such Participant's Settlement Date occurs under
the conditions specified in paragraph (a), (b), (c) or (d) of
Section 12.1, such Participant shall be 100% vested in the
entire balance of his sub-account attributable to Matching
Employer Contributions as of such Settlement Date.
(b) In the event such Participant's Settlement Date occurs under
the conditions stated in paragraph (e) of Section 12.1, such
Participant shall have no vested interest in his sub-account
attributable to Matching Employer Contributions, and he shall
in no event receive any distribution from his sub-account
attributable to Matching Employer Contributions as of such
Settlement Date.
Furthermore, if such a Participant does not return to employment with
an Employer or a related corporation within one year of his Severance
Date, his interest in his sub-account attributable to Matching Employer
Contributions shall be disposed of in accordance with the provisions of
Section 12.8. If he returns to employment with an Employer or a related
corporation within one year of his Severance Date, his interest in his
sub-account attributable to Matching Employer Contributions shall
continue to be determined in accordance with the provisions of the
Plan, depending on whether he again becomes an active Participant in
accordance with Section 3.5.
12.3 DISTRIBUTION.
The Trustee shall make distribution to or for the benefit of the Former
Participant or his Beneficiary, as the case may be, of his vested
interest in his separate account, provided, however, that, in order to
insure that all pre-Settlement Date contributions have been credited to
the separate account of the Former Participant, no distribution shall
be made prior to the last day of the month in which the Former
Participant's Settlement Date occurs. Distribution shall be made in a
lump-sum payment unless such Participant's Settlement Date occurred
under the conditions specified in paragraph (a), (b), (c), or (d) of
Section 12.1, in which event distribution shall be made by such one or
more of the following methods as the Former Participant shall select:
(a) in a single lump-sum payment;
(b) in a series of annual, semiannual, quarterly, or monthly
installments over a period not in excess of the life
expectancy of the Former Participant, or his Beneficiary if
the Former Participant has died, or a period not in excess of
the joint life and last survivor expectancy of the Former
Participant and his Beneficiary, calculated either once at the
time installment payments begin or annually for the Former
Participant and/or his Beneficiary, if his Beneficiary is his
spouse, as determined
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by the Former Participant at the time installment payments
begin, such installments to be equal in amount except as
necessary to adjust for any net income of and changes in the
market value of the respective Funds, or by any other method
reasonably calculated to provide a more rapid distribution of
his interest; or
(c) in a series of fixed annual installments over a period not in
excess of the joint life and last survivor expectancy of the
Former Participant and his Beneficiary.
Distribution under any such method shall be made or commenced as soon
as reasonably practicable after the Former Participant's Settlement
Date, but in no event later than 60 days after the close of the Plan
year in which the Former Participant terminated employment after having
attained age 65; provided, that the Company with the consent of a
Former Participant whose Settlement Date occurs under the conditions
stated in either paragraph (a) or (d) of Section 12.1 may defer making
or commencing distribution beyond the date otherwise specified in this
sentence until the Former Participant attains age 70 or dies, or until
the Plan is terminated, whichever first occurs. In the event that the
Trustee is unable to make a distribution to a Former Participant or
Beneficiary within one year of the date distribution is otherwise to be
made in accordance with the provisions of this Section 12.3, due to its
inability to find such Former Participant or Beneficiary, the entire
interest of such Former Participant or Beneficiary shall be disposed of
in accordance with the provisions of Section 12.8; provided, that in
the event such Former Participant or Beneficiary shall at any time in
the future make a claim for his interest in the Plan, it shall be paid
to him as soon as possible. Notwithstanding the foregoing, if the
balance carried in the separate account of a Former Participant,
excluding the value of the Former Participant's Rollover Account, is in
excess of $5,000 and the Former Participant has not attained age 65, no
distribution shall be made to such Former Participant without his
written consent. Without regard to the method of distribution of a
Former Participant's benefit or whether distribution of the benefit of
the Former Participant has commenced, a partial distribution may be
made to the Former Participant or his Beneficiary once in any calendar
year at any time after the Former Participant's Settlement Date when a
vested interest remains credited to his separate account. The amount of
the partial distribution shall be stated as a dollar amount or a
percentage of the Former Participant's separate account, but not in
excess of the Former Participant's vested interest in his separate
account remaining under the Plan at the time of the distribution.
12.4 REQUIRED COMMENCEMENT OF DISTRIBUTION.
Notwithstanding any other provisions of the Plan to the contrary, in no
event shall the interest attributable to a Participant or Former
Participant be distributed commencing later than the April 1 following
the later of (a) the calendar year in which he attains age 70 1/2, or
(b) except in the case of a Participant who is a five-percent owner
with respect to the Plan year ending in the calendar year in which the
Participant attains age 70-1/2, the calendar year in which he retires.
In addition, in no event shall such interest be payable over a period
extending beyond the life of the Participant or the joint lives of the
Participant and his Beneficiary, or, alternatively, over a period
extending
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beyond the life expectancy of the Participant or the joint life
expectancy of the Participant and his Beneficiary. A Participant, other
than a five-percent owner, who has attained age 70-1/2 and has not
retired and who has been receiving required minimum distributions from
the Plan for any year prior to 1997 may elect not to receive any
further distributions from the Plan until not later than April 1
following the calendar year in which he retires.
If a Participant or Former Participant dies after distribution of his
entire interest has been commenced, the remaining portion of his
interest under the Plan, if any, shall be distributed to his
Beneficiary at least as rapidly as under the method of distribution
being used at the date of his death. If a Participant or Former
Participant dies before the distribution of his entire interest has
commenced, the entire interest attributable to such Former Participant
must be distributed within 5 years after the date of his death; except
that such 5-year distribution requirement shall not apply (i) to any
portion of such Former Participant's interest under the Plan that is
payable to his Beneficiary over the Beneficiary's lifetime, or over a
period not extending beyond the life expectancy of his Beneficiary, so
long as such distribution commences no later than one year after the
date of such Former Participant's death (or such later date as may be
prescribed by applicable Treasury Regulations), or (ii) to any portion
of such Former Participant's interest under the Plan that is payable to
his surviving spouse over the surviving spouse's lifetime, or over a
period not extending beyond the life expectancy of such surviving
spouse, so long as the distribution commences no later than the date on
which the Former Participant would have attained age 70 1/2. If a
surviving spouse dies before distribution commences pursuant to the
immediately foregoing clause (ii), the 5-year distribution requirement
applies as if the surviving spouse were the Former Participant.
With respect to distributions under the Plan made for calendar years
beginning on or after January 1, 2002, the Plan will apply the minimum
distribution requirements of Section 401(a)(9) of the Code in
accordance with the regulations under Section 401(a)(9) that were
proposed on January 17, 2001, notwithstanding any provision of the Plan
to the contrary. This provision shall continue in effect until the end
of the last calendar year beginning before the effective date of final
regulations under Section 401(a)(9) or such other date as may be
specified in guidance published by the Internal Revenue Service.
12.5 FORM OF DISTRIBUTION.
All distributions under this Article XII with respect to any amount
which is attributable to the interest of a Former Participant shall be
made in the form of cash, except that if he or, if he is deceased, his
Beneficiary so requests, the amount attributable to his interest in the
Goodyear Stock Fund shall be paid in the form of Company Stock, with an
amount equivalent in value to any fractional share of Company Stock
paid in cash.
12.6 ELECTION OF FORMER VESTING SCHEDULE.
In the event the Company adopts an amendment to the Plan that directly
or indirectly affects the computation of a Participant's nonforfeitable
interest attributable to Matching Employer Contributions, any
Participant with three or more years of Continuous Service
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shall have a right to have his nonforfeitable interest in amounts
attributable to Matching Employer Contributions continue to be
determined under the vesting schedule in effect prior to such amendment
rather than under the new vesting schedule, unless the nonforfeitable
interest of such Participant in amounts attributable to Matching
Employer Contributions under the Plan, as amended, at any time is not
less than such interest determined without regard to such amendment. An
Employee shall exercise such right by giving written notice of his
exercise thereof to the Company within 60 days after the latest of (i)
the date he received notice of such amendment from the Company, (ii)
the effective date of the amendment, or (iii) the date the amendment is
adopted. Notwithstanding the foregoing provisions of this Section 12.6,
the vested interest of each Participant on the effective date of such
amendment shall not be less than his vested interest under the Plan as
in effect immediately prior to the effective date thereof.
12.7 BUY BACK OF FORFEITED AMOUNTS.
A Participant who forfeited all or a portion of the amounts credited to
his sub-account attributable to Matching Employer Contributions in
accordance with the provisions of Section 12.2 and who is reemployed by
an Employer or a related corporation shall have such forfeited amounts
recredited to his sub-account attributable to Matching Employer
Contributions upon his subsequent reemployment as an Employee, without
adjustment for interim gains or losses experienced by the Trust Fund,
if:
(a) he returns to employment with an Employer or a related
corporation before he incurs five consecutive breaks in
service commencing after the later of his Settlement Date or
the date he received distribution of the vested portion of his
separate account;
(b) he resumes employment covered under the Plan before the end of
the five-year period beginning on the date he is reemployed;
and
(c) if he received distribution of the vested portion of his
separate account, he repays to the Plan the full amount of
such distribution before the end of the five-year period
beginning on the date he is reemployed.
Funds needed in any Plan year to recredit the sub-account attributable
to Matching Employer Contributions of such Participant with the amounts
or prior forfeitures in accordance with the preceding sentence shall
first come from forfeitures that arise during such Plan year, to the
extent sufficient, next shall be provided by his Employer by way of a
separate Matching Employer Contribution, and shall finally come from
income earned by the Trust Fund in such Plan year.
12.8 DISPOSITION OF FORFEITED BALANCES.
Whenever settlement is made with respect to a Former Participant on the
occurrence of his Settlement Date and the balance of his sub-account
attributable to Matching Employer Contributions is not vested, such
balance shall be deemed a forfeiture for the month in which the
settlement occurs. If settlement is not made with respect to a Former
Participant on the occurrence of his Settlement Date and if the balance
of his sub-account
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attributable to Matching Employer Contributions is not vested, such
balance shall be deemed a forfeiture for the month in which the fifth
anniversary of his Severance Date occurs, unless he is reemployed as an
Employee prior to such date. In either case, as of the last day of such
month, the forfeitures attributable to each sub-account attributable to
Matching Employer Contributions and to each other separate account
shall be applied against the Matching Employer Contribution obligation
of the Employers incurred during such month. Notwithstanding the
foregoing, however, should the amount of all such forfeitures of
Matching Employer Contributions for any Plan year exceed the amount of
the Matching Employer Contribution obligation of the Employers for such
Plan year, the excess amount of such forfeitures (together with any
such forfeitures for prior Plan years not theretofore applied against
such contribution obligation of the Employers) shall for all Plan
purposes be applied against the Matching Employer Contribution
obligation of the Employers for the next following Plan year.
12.9 EFFECT OF COMPANY'S DETERMINATION.
In exercising its authority under this Article XII, the Company shall
act in such manner as it shall in good faith determine will most
adequately and fairly meet the needs of each Former Participant or
Beneficiary, as the case may be. No authority shall be exercised in
such manner as to discriminate between any class or group of
Participants. The Company's determination of all questions which may
arise under this Article XII (if made in accordance with the standards
prescribed herein and in Section 14.1) shall be conclusive upon all
persons claiming to have any interest hereunder. In making any
determinations hereunder, the Company may rely upon any signed
statement which the Participant files with it.
12.10 REEMPLOYMENT OF A FORMER PARTICIPANT.
Subject to the provisions of Section 3.5 and Section 12.7, in the event
a Former Participant is reemployed by an Employer, he shall be treated
as a new employee for all purposes of the Plan. If he again becomes a
Participant, he shall lose his right to any distributions or further
distributions from the Trust Fund with respect to the prior termination
of his employment, and his interest in the Trust Fund shall thereafter
be treated in the same manner as that of any other Participant.
12.11 RESTRICTIONS ON ALIENATION.
Except as provided in Section 401(a)(13)(B) of the Code (relating to
qualified domestic relations orders), Sections 401(a)(13)(C) and (D) of
the Code (relating to offsets ordered or required under a criminal
conviction involving the Plan, a civil judgment in connection with a
violation or alleged violation of fiduciary responsibilities under the
Act, or a settlement agreement between the Participant and the
Department of Labor in connection with a violation or alleged violation
of fiduciary responsibilities under the Act, occurring after August 4,
1997), Section 1.401(a)-13(b)(2) of Treasury Regulations (relating to
federal tax levies), or as otherwise required by law, no benefit under
the Plan at any time shall be subject in any manner to anticipation,
alienation, assignment (either at law or in equity), encumbrance,
garnishment, levy, execution, or other legal or equitable process;
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and no person shall have power in any manner to anticipate, transfer,
assign (either at law or in equity), alienate or subject to attachment,
garnishment, levy, execution, or other legal or equitable process, or
in any way encumber his benefits under the Plan, or any part thereof,
and any attempt to do so shall be void.
12.12 FACILITY OF PAYMENT.
In the event that it shall be found that any individual to whom an
amount is payable hereunder is incapable of attending to his financial
affairs because of any mental or physical condition, including the
infirmities of advanced age, such amount (unless prior claim therefor
shall have been made by a duly qualified guardian or other legal
representative) may, in the discretion of the Company, be paid to
another person for the use or benefit of the individual found incapable
of attending to his financial affairs or in satisfaction of legal
obligations incurred by or on behalf of such individual. The Trustee
shall make such payment only upon receipt of written instructions to
such effect from the Company. Any such payment shall be charged to the
sub-accounts from which any such payment would otherwise have been paid
to the individual found incapable of attending to his financial affairs
and shall be a complete discharge of any liability therefor under the
Plan.
12.13 DISTRIBUTIONS TO OTHER QUALIFIED PLANS.
In the case of a Participant or Former Participant whose vested
interest in his separate account under the Plan has not been fully
distributed and who is eligible to participate in another plan that is
qualified under Section 401(a) of the Code, the Company may direct the
Trustee to transfer the amount of such accounts under the Plan to the
funding agent for such plan if the plan to receive the transfer (i)
authorizes acceptance of such transfers, (ii) provides that transferred
amounts shall be held in a separate account, and (iii) provides that
the transferred amounts shall be fully vested and nonforfeitable, with
the exception that in the case of a transfer of accounts to a plan of
an Employer or related corporation, the Participant's or Former
Participant's vested interest in such transferred accounts shall be
determined as of the date of transfer based on the vesting provisions
of the Plan in effect on such date, and on and after the date of
transfer the vested interest shall be determined based on the vesting
provisions of the transferee plan or, in the event an election of a
prior vesting schedule applies with respect to the Participant or
Former Participant, based on the vesting provisions of the Plan as of
the date of transfer.
12.14 ESOP REQUIRED DISTRIBUTION.
Notwithstanding the foregoing provisions of this Article XII, for
purposes of compliance with the provisions of Section 4975(e)(7) and
Section 409 of the Code, unless a Participant otherwise elects to defer
the receipt of his Plan benefit, the distribution of the Participant's
vested Plan benefit attributable to Matching Employer Contributions
shall commence not later than one year after the close of the Plan
Year:
(a) in which the Participant separates from service by reason of
normal retirement, disability, or death, or
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(b) which is the fifth Plan Year following the Plan Year in which
the Participant otherwise separated from service, and the
Participant has not become re-employed by the Employer before
distribution is required to begin under this Section 12.14.
For purposes of this Section 12.14, however, if Company Stock acquired
with the proceeds of an Acquisition Loan is credited to a Participant's
account, the distribution requirement of this Section 12.14 shall not
apply to such Company Stock (unless the Plan Administrator determines
otherwise) until one year after the last day of the Plan Year in which
the Acquisition Loan is paid in full. Distributions required under this
Section 12.14 shall be made in substantially equal annual payments over
a period of five years unless the Participant otherwise elects under
provisions of the Plan other than this Section 12.14. In no event shall
such distribution period exceed the period permitted under Section
401(a)(9) of the Code.
12.15 RIGHT OF FIRST REFUSAL.
At any time that Company Stock is not publicly traded, all Company
Stock attributable to Matching Employer Contributions distributed by
the Trustee may, as determined by the Company, be subject to a "right
of first refusal." Such a "right" shall provide that prior to any
subsequent transfer, the Company Stock must first be offered by written
offer to the Trust, and then, if refused by the Trust, to the Company.
In the event that the proposed transfer constitutes a gift or other
such transfer at less than fair market value, the price per share shall
be the fair market value determined as of the valuation date coinciding
with or immediately preceding the date offered to the Trust. In the
event of a proposed purchase by a prospective bona fide purchaser, the
offer to the Trustee and the Company shall be at the greater of fair
market value or the price offered to be paid by the prospective bona
fide purchaser; provided, however, that the Trust shall not purchase
any Company Stock when the purchase price of such Company Stock is in
excess of fiar market value. The Trust or the Company, as the case may
be, may accept the offer at any time during a period not exceeding 14
days after receipt of such offer.
12.16 RIGHTS TO PUT COMPANY STOCK.
If Company Stock distributed to a Participant, Former Participant, or
Beneficiary is, at the time of the distribution, not publicly traded or
is then subject to a trading limitation, the Participant, Former
Participant, or Beneficiary will have an option (the "Put") to require
the Company to purchase all of the shares of Company Stock attributable
to Matching Employer Contributions actually distributed to him for the
Option Price (as defined below). A "trading limitation" is a
restriction under any federal or state securities law, or applicable
regulation, or an agreement, which would make the Company Stock not as
freely tradable as Company Stock not subject to the restriction. The
Put may be exercised at any time during the Option Period (as defined
below) by giving the Company written notice of the election to exercise
the Put.
(a) The "Option Period" is the 60-day period following the day on
which a Participant, Former Participant, or Beneficiary
receives a distribution. If the Participant, Former
Participant, or Beneficiary does not exercise the Put during
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the 60-day period, the Option Period will also be the 60-day
period beginning on the 12-month anniversary of the day on
which the Participant, Former Participant, or Beneficiary
receives a distribution. The Option Period will be extended by
the amount of time during which the Company is unable to honor
the Put by reason of applicable federal or state law.
(b) The "Option Price" will be the value of each share of Company
Stock as of the valuation date immediately preceding the date
the Put is exercised, multiplied by the number of shares of
Company Stock to be sold under the Put, with appropriate
adjustments to reflect intervening stock dividends, stock
splits, stock redemptions, or similar changes to the number of
outstanding shares. The Option Price will be payable in cash
and/or in installments beginning not later than 30 days after
the Company receives written notice of the election by the
Participant, Former Participant, or Beneficiary to exercise
the Put.
If the distribution of Company Stock to the Participant, Former
Participant, or Beneficiary constituted a distribution within one
taxable year of the balance to the credit of the Account, the Company
reserves the right to establish guidelines to be exercised in a uniform
and nondiscriminatory manner to make payment for the shares of Company
Stock subject to the Put on an installment basis in substantially equal
annual, quarterly, or monthly payments over a period not to exceed five
years. The Company will pay reasonable interest at least annually on
the unpaid balance of the Option Price and will provide to the
Participant, Former Participant, or Beneficiary adequate security with
respect to the unpaid balance. The Put will not be assignable, except
that the Participant's donees or, in the event of a Participant's
death, his personal representative, will be entitled to exercise the
Put. The Trustee in its discretion may, with the Company's consent,
assume the Company's obligation under this Section 12.16 at the time a
Participant, Former Participant, or Beneficiary exercises the Put. If
the Trustee does assume the Company's obligations, the provisions of
this Section 12.16 that apply to the Company will also apply to the
Trustee. The Put will also apply to Company Stock that is publicly
traded without restriction when distributed but which ceases to be
publicly traded or which becomes subject to a trading limitation during
the Option Period. In that event, the Corporation will notify in
writing each Participant, Former Participant, or Beneficiary to whom
the Put becomes applicable that the Company Stock held by the
Participant, Former Participant, or Beneficiary is subject to the Put
for the remainder of the applicable Option Period and will inform the
Participant, Former Participant, or Beneficiary of the terms of the
Put. If the written notice is given later than ten days after the
Company Stock ceases to be publicly traded or becomes subject to a
trading limitation, the period during which the Put may be exercised
will be extended by the number of days between the tenth day and the
date the notice is actually given. The Company will notify each
Participant, Former Participant, and Beneficiary that is eligible to
exercise the Put of the fair market value of each share of Company
Stock as soon as practicable following its determination. The Company
will send all notices required under this Section 12.16 to the last
known address of a Participant, Former Participant, or Beneficiary, and
it will be the duty of those persons to inform the Company of any
changes in address.
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12.17 OTHER OPTIONS.
Except as otherwise provided in this Article XII, no person may be
required to sell Company Stock to the Company, nor may the Trust enter
into an agreement that obligates the Trust to purchase Company Stock
upon the death of a shareholder.
12.18 NONTERMINABLE PROTECTION AND RIGHTS.
Except as provided in Sections 12.15 and 12.16 or as otherwise required
by applicable law, no Company Stock acquired with the proceeds of an
Acquisition Loan may be subject to a put, call, or other option, or
buy-sell or similar arrangement while held by or when distributed from
the Trust, whether or not such Acquisition Loan has been repaid or the
Plan ceases to be an employee stock ownership plan. Moreover, if the
Trustee holds or distributes any Company Stock acquired with the
proceeds of an Acquisition Loan, which Company Stock is not publicly
traded without restriction when distributed or which ceases to be so
traded within 15 months after distribution, and either such Acquisition
Loan is repaid or the Plan ceases to be an employee stock ownership
plan, the Put described in Section 12.16 shall be nonterminable with
respect to such Company Stock.
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ARTICLE XIII
BENEFICIARIES
13.1 DESIGNATION OF BENEFICIARY.
In the case of a Participant or Former Participant who is not married,
the Beneficiary to whom distribution shall be made hereunder in the
event such Participant or Former Participant dies before his interest
shall have been distributed to him in full shall be such person or
persons designated by the Participant or Former Participant. In the
case of a Participant or Former Participant who is married, the
Beneficiary to whom distribution shall be made hereunder in the event
such Participant or Former Participant dies before his interest shall
have been distributed to him in full shall be his surviving spouse, if
any, or alternatively such person or persons designated by the
Participant or Former Participant, provided that such designation has
been consented to by the surviving spouse, if any, of such Participant
or Former Participant in the manner herein specified. A designation of
Beneficiary hereunder may be changed at any time and from time to time
by the Participant or Former Participant, provided that such change of
designation has been consented to by the surviving spouse, if any, of
such Participant or Former Participant in the manner herein specified.
Any such designation or change of designation, with spousal consent
when necessary, shall be made in writing in the form prescribed by the
Company, and shall become effective only when filed by the Participant
or Former Participant with the Company; provided, however, that any
such designation or change of designation which is received by the
Company after the death of the Participant or Former Participant shall
be disregarded. Spousal consent, where required, shall be effective
only if it is in writing, it includes an acknowledgment of the effect
of the consent being given, and it is witnessed by a Plan
representative or a notary public. Spousal consent shall not be
required if a Plan representative finds that such spouse cannot be
located or because of other circumstances set forth in Section
417(a)(2)(B) of the Code and regulations thereunder. Any consent by a
spouse obtained under this Section 13.1 shall be effective only with
respect to such spouse.
13.2 BENEFICIARY IN THE ABSENCE OF DESIGNATION.
If a deceased Participant or Former Participant has no surviving spouse
and if either no Beneficiary for such Participant or Former Participant
shall have been designated, or if all those designated as his
Beneficiary shall die prior to the death of such Participant or Former
Participant, then the Beneficiary shall be one of the following: his
surviving children per stirpes; if there are no surviving children,
then his surviving parents per stirpes; if there are no surviving
parents, then his surviving brothers and sisters per stirpes; if there
are no surviving brothers or sisters, then the estate of such
Participant or Former Participant. If any Beneficiary shall die after
becoming entitled to receive distribution hereunder and before such
distribution is made in full, and if no other Beneficiary shall have
been designated to receive the balance of such distribution upon the
happening of such contingency, the estate of such deceased Beneficiary
shall become the Beneficiary as to such balance.
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ARTICLE XIV
ADMINISTRATION
14.1 AUTHORITY OF COMPANY.
The Company shall have all the powers and authority expressly conferred
upon it herein and further shall have the sole right to interpret and
construe the Plan, and to determine any disputes arising thereunder,
subject, however, to the provisions of Section 14.3. In exercising such
powers and authority, the Company shall at all times exercise good
faith, apply standards of uniform application, and refrain from
arbitrary action. The Company may employ such attorneys, agents, and
accountants as it may deem necessary or advisable to assist it in
carrying out its duties hereunder. The Company and the Trustee shall be
"named fiduciaries" as that term is defined in Section 402(a)(2) of the
Act. The Company, by action of its Board of Directors, may:
(a) allocate any of the powers, authority, or responsibilities for
the operation and administration of the Plan, which are
retained by it or to it granted by this Article XIV, to the
Trustee; and
(b) designate a person or persons other than the Company to carry
out any of such powers, authority, or responsibilities;
except that no power, authority, or responsibility of the Trustee shall
be subject to the provisions of paragraph (b) of this Section 14.1, and
except that no allocation or delegation by the Company of any of its
powers, authority, or responsibilities to the Trustee shall become
effective unless such allocation or delegation shall first be accepted
by the Trustee in a writing signed by it and delivered to the Company.
14.2 ACTION OF COMPANY.
Any act authorized, permitted, or required to be taken by the Company
under the Plan, which has not been delegated in accordance with Section
14.1, may be taken by a majority of the members of the Board of
Directors of the Company, either by vote at a meeting, or in writing
without a meeting. All notices, advice, directions, certifications,
approvals, and instructions required or authorized to be given by the
Company under the Plan shall be in writing and signed by either (i) a
majority of the members of the Board of Directors of the Company, or by
such member or members as may be designated by an instrument in
writing, signed by all the members thereof, as having authority to
execute such documents on its behalf, or (ii) a person authorized to
act for the Company in accordance with Section 14.1. Subject to the
provisions of Section 14.3, any action taken by the Company which is
authorized, permitted, or required under the Plan shall be final and
binding upon the Employers, the Trustee, all persons who have or who
claim an interest under the Plan, and all third parties dealing with
the Employers or the Trustee.
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14.3 CLAIMS REVIEW PROCEDURE.
Whenever the Company decides for whatever reason to deny, whether in
whole or in part, a claim for benefits filed by any person (herein
referred to as the "Claimant"), the Plan Administrator shall transmit a
written notice of the Company's decision to the Claimant, which notice
shall be written in a manner calculated to be understood by the
Claimant and shall contain a statement of the specific reasons for the
denial of the claim and a statement advising the Claimant that, within
60 days of the date on which he receives such notice, he may obtain
review of the decision of the Company in accordance with the procedures
hereinafter set forth. Within such 60-day period, the Claimant or his
authorized representative may request that the claim denial be reviewed
by filing with the Plan Administrator a written request therefor, which
request shall contain the following information:
(a) the date on which the Claimant's request was filed with the
Plan Administrator; provided, however, that the date on which
the Claimant's request for review was in fact filed with the
Plan Administrator shall control in the event that the date of
the actual filing is later than the date stated by the
Claimant pursuant to this paragraph (a);
(b) the specific portions of the denial of his claim which the
Claimant requests the Plan Administrator to review;
(c) a statement by the Claimant setting forth the basis upon which
he believes the Plan Administrator should reverse the
Company's previous denial of his claim for benefits and accept
his claim as made; and
(d) any written material (offered as exhibits) which the Claimant
desires the Plan Administrator to examine in its consideration
of his position as stated pursuant to paragraph (c) of this
Section 14.3.
The Pension Board shall conduct a full and fair review of the Company's
decision denying the Claimant's claim for benefits at its next
regularly scheduled quarterly meeting, unless the Pension Board deems
that it needs more facts or the date determined pursuant to paragraph
(a) of this Section 14.3 is within 30 days of such meeting, in which
case the Pension Board shall conduct its review at its next following
meeting. The Pension Board shall render its written decision following
the review, written in a manner calculated to be understood by the
Claimant, specifying the reasons and Plan provisions upon which its
decision was based.
14.4 INDEMNIFICATION.
In addition to whatever rights of indemnification the members of the
Board of Directors of the Company, or any other person or persons
(other than the Trustee) to whom any power, authority, or
responsibility of the Company is designated pursuant to paragraph (b)
of Section 14.1, may be entitled under the articles of incorporation or
regulations of the Company, under any provision of law or under any
other agreement, the Company shall satisfy any liability actually and
reasonably incurred by any such
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member or such other person or persons, including expenses, attorneys'
fees, judgments, fines, and amounts paid in settlement, in connection
with any threatened, pending or completed action, suit, or proceeding
which is related to the exercising or failure to exercise by such
member or such other person or persons of any of the powers, authority,
responsibilities, or discretion of the Company as provided under the
Plan, or reasonably believed by such member or such other person or
persons to be provided hereunder, and any action taken by such member
or such other person or persons in connection therewith.
14.5 QUALIFIED DOMESTIC RELATIONS ORDERS.
The Company shall establish reasonable procedures to determine the
status of domestic relations orders and to administer distributions
under domestic relations orders which are deemed to be qualified
orders. Such procedures shall be in writing and shall comply with the
provisions of Section 414(p) of the Code and regulations issued
thereunder. Notwithstanding any other provisions of the Plan to the
contrary, if a qualified domestic relations order so provides,
distribution may be made to an alternate payee pursuant to a qualified
domestic relations order, as defined in Section 414(p) of the Code,
regardless of whether the Participant's Settlement Date has occurred or
whether the Participant is otherwise entitled to receive a distribution
under the Plan.
14.6 ACQUISITION LOANS
An Acquisition Loan shall be subject to the following requirements:
(a) The proceeds of the Acquisition Loan must be used within a
reasonable period of time after receipt by the Trustee only
for any or all of the following purposes:
(i) to acquire Company Stock;
(ii) to repay such loan; or
(iii) to repay a prior such loan.
(b) The Acquisition Loan must be at a reasonable rate of interest
and for a specific term;
(c) Any collateral pledged to the creditor by the Trustee shall
consist only of the assets purchased with the borrowed funds;
(d) The creditor shall have no recourse against the Trust except
with respect to the collateral pledged, the contributions of
the Employers (other than contributions of Company Stock) that
are made to the Trust to meet its obligations under such loan,
and the earnings attributable to such collateral and the
investment of such contributions, and payments made with
respect to such loan by the Trustee during a Plan Year must
not exceed an amount equal to the sum of such contributions
and earnings received during or prior to such Plan Year less
such payments in prior Plan Years; and
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(e) In the event of default on the loan, the value of Trust assets
transferred in satisfaction of the loan must not exceed the
amount of default, and if the lender (other than a guarantor)
is a disqualified person, the loan shall provide for a
transfer of Trust assets upon default only upon and to the
extent of the failure of the Trust to meet the payment
schedule of the loan.
Notwithstanding anything to the contrary contained in the Plan, the
Company agrees to contribute to the Trust amounts sufficient to pay
each installment of principal and interest on any Acquisition Loan on
or before the date such installment is due.
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ARTICLE XV
TRUSTEE AND TRUST AGREEMENT
The Company has executed a Trust Agreement with the Trustee, setting
forth the terms, provisions, and conditions of a trust for the Plan, pursuant to
which the Trustee shall hold, manage, and administer all trust property so as to
effectuate the provisions of the Plan. The Trust Agreement is subject to
amendment and termination, and the Company may change the Trustee, all as
provided in the Trust Agreement. The terms and provisions of the Trust Agreement
are hereby incorporated by reference.
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ARTICLE XVI
AMENDMENT AND TERMINATION
16.1 AMENDMENT.
Subject to the provisions of Section 16.2, the Company may at any time
and from time to time, by action of its Board of Directors, amend the
Plan, except that the powers and duties of the Trustee shall not be
substantially changed without its approval. Any such amendment shall be
by written instrument executed by the Company and delivered to the
Trustee, and may be made retroactively if in the opinion of the Company
such amendment is necessary to enable the Plan and Trust Fund to meet
the requirements of the Code (including the regulations and rulings
issued thereunder) or the requirements of any governmental authority.
16.2 LIMITATION ON AMENDMENT.
The Company shall make no amendment to the Plan which shall result in
the forfeiture or reduction of the interest of any Employee,
Participant, Former Participant or person claiming under or through any
one or more of them pursuant to the Plan, except that nothing herein
contained shall restrict the right to amend the provisions hereof
relating to the administration of the Plan and Trust Fund. Moreover, no
such amendment shall be made hereunder of the Trust Fund which shall
permit any part of the property to revert to any Employer or be used or
be diverted to purposes other than the exclusive benefit of employees,
Participants, Former Participants, and Beneficiaries.
16.3 TERMINATION.
The Company reserves the right, by action of its Board of Directors, to
terminate the Plan as to all Employers at any time, which termination
shall become effective upon notice in writing to the Trustee (the
effective date of such termination being hereinafter referred to as the
"termination date"). The Plan shall terminate automatically if there
shall be a complete discontinuance of contributions hereunder by all
Employers. In the event of the termination of the Plan, written notice
thereof shall be given to all Participants, Former Participants, and
Beneficiaries having an interest under the Plan and to the Trustee.
Upon any such termination of the Plan, the Trustee, the investment
managers, and the Company shall take the following actions for the
benefit of Participants, Former Participants, and Beneficiaries:
(a) As of the termination date, the Trustee shall value the
Goodyear Stock Fund and the assets of the other Investment
Funds with respect to which no investment manager has been
appointed, and each investment manager shall value the assets
of the Investment Funds with respect to which he has been
appointed. In valuing the Investment Funds with respect to
which no investment manager has been appointed that consist of
mutual funds, the Trustee may rely on price data supplied by
the mutual fund manager. The Trustee shall then adjust all
separate accounts and sub-accounts in the manner provided in
Section 10.1, with any
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unallocated contributions being allocated as of the
termination date in the manner otherwise provided in the Plan.
The termination date shall become a valuation date for
purposes of Article X. In determining the net worth of the
Trust Fund hereunder, the Trustee shall include as a liability
such amounts as in its judgment shall be necessary to pay all
expenses in connection with the termination of the Trust Fund
and the liquidation and distribution of the property of the
Trust Fund, as well as other expenses, whether or not accrued,
and shall include as an asset all accrued income.
(b) The Trustee thereafter shall then dispose of all separate
accounts to or for the benefit of each Participant, Former
Participant, or Beneficiary in accordance with the provisions
of Section 12.3.
Notwithstanding anything to the contrary contained in the Plan, upon
any such Plan termination, the interest of each Participant, Former
Participant, and Beneficiary shall be fully vested and nonforfeitable;
and, if there is a partial termination of the Plan, the interest of
each Participant, Former Participant, and Beneficiary who is affected
by such partial termination shall be fully vested and nonforfeitable.
Moreover, no such Plan termination shall affect the continuance of
distributions from any separate accounts of Former Participants whose
Settlement Dates occurred prior to the termination date in accordance
with the method determined by the Company prior to such date.
16.4 WITHDRAWAL OF AN EMPLOYER.
An Employer other than the Company may, by action of its Board of
Directors, withdraw from the Plan, such withdrawal to be effective upon
notice in writing to the Trustee (the effective date of such withdrawal
being hereinafter referred to as the "withdrawal date"), and shall
thereupon cease to be an Employer for all purposes of the Plan. An
Employer shall be deemed automatically to withdraw from the Plan in the
event of its complete discontinuance of contributions, or (subject to
Section 16.5) in the event it ceases to be a subsidiary. The withdrawal
of an Employer shall be treated as a termination of the Plan with
respect to such Employer, and with respect to Participants who at the
time are employed by such Employer. In the event of any such withdrawal
of an Employer, the Trustee, the investment managers, and the Company
shall, as of the withdrawal date, take the action specified in Section
16.3, as on a termination of the Plan, except that there shall be a
distribution from the separate accounts only in the case of
Participants who are employed solely by the withdrawing Employer, and
who, upon such withdrawal, are neither transferred to nor continued in
employment with any other Employer or a related corporation. The
interest of any Participant employed by such withdrawing Employer who
is transferred to or continues in employment with any other Employer or
a related corporation, and the interest of any Participant employed
solely by an Employer other than the withdrawing Employer, or a related
corporation, shall remain unaffected by such withdrawal; no adjustment
in his separate account shall be made by reason of the withdrawal; and
he shall continue as a Participant hereunder subject to the remaining
provisions of the Plan.
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16.5 CORPORATE REORGANIZATION.
The merger, consolidation, or liquidation of the Company or any
Employer with or into the Company, any other Employer, or a related
corporation shall not constitute a termination of the Plan as to the
Company or such Employer.
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ARTICLE XVII
ADOPTION BY SUBSIDIARIES; EXTENSION
TO NEW BUSINESS OPERATIONS
17.1 ADOPTION BY SUBSIDIARIES.
Any subsidiary of the Company which at the time is not an Employer may,
with the consent of the Board of Directors of the Company, adopt the
Plan and become an Employer hereunder by causing an appropriate written
instrument evidencing such adoption to be executed pursuant to the
authority of its board of directors and filed with the Company and the
Trustee.
17.2 EXTENSION TO NEW BUSINESS OPERATIONS.
Should any Employer acquire or establish a new plant, division, or
other business operation, such Employer may, by action of its board of
directors, and with the consent of the Chairman of the Board, the
President or an Executive Vice President of the Company, extend Plan
coverage to such plant, division, or operation.
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ARTICLE XVIII
MISCELLANEOUS PROVISIONS
18.1 NO COMMITMENT AS TO EMPLOYMENT.
Nothing herein contained shall be construed as a commitment or
agreement upon the part of any Employee hereunder to continue his
employment with an Employer, and nothing herein contained shall be
construed as a commitment on the part of any Employer to continue the
employment or rate of Compensation of any Employee hereunder for any
period.
18.2 BENEFITS.
Nothing in the Plan nor the Trust Agreement shall be construed to
confer any right or claim upon any person, firm, or corporation other
than the Employers, the Trustee, Participants, Former Participants, and
Beneficiaries.
18.3 NO GUARANTEES.
No Employer nor the Trustee guarantees the Trust Fund from loss or
depreciation, nor the payment of any amount which may become due to any
person hereunder.
18.4 EXPENSES.
The expenses of administration of the Plan are considered expenses of
the Plan and shall be paid in total from the Trust Fund and by the
Company. The brokerage expenses of the Goodyear Stock Fund and the fees
of the Trustee shall be paid by the Company. All expenses of the
Investment Funds shall be paid from such Funds.
18.5 PRECEDENT.
Except as otherwise specifically provided, no action taken in
accordance with the Plan by the Employers or the Trustee shall be
construed or relied upon as a precedent for similar action under
similar circumstances.
18.6 DUTY TO FURNISH INFORMATION.
Each of the Employers and the Trustee shall furnish to any of the
others any documents, reports, returns, statements, or other
information that any other reasonably deems necessary to perform its
duties imposed hereunder or otherwise imposed by law.
18.7 WITHHOLDING.
The Trustee shall withhold any tax which by any present or future law
is required to be withheld, and which the Company notifies the Trustee
in writing is to be so withheld, from any payment to any Participant,
Former Participant, or Beneficiary hereunder.
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18.8 MERGER, CONSOLIDATION, OR TRANSFER OF PLAN ASSETS.
The Plan shall not be merged or consolidated with any other plan, nor
shall any of its assets or liabilities be transferred to another plan,
unless, immediately after such merger, consolidation, or transfer of
assets or liabilities, each Participant in the Plan would receive a
benefit under the Plan which is at least equal to the benefit he would
have received immediately prior to such merger, consolidation, or
transfer of assets or liabilities (assuming in each instance that the
Plan had then terminated).
18.9 BACK PAY AWARDS.
The provisions of this Section 18.9 shall apply only to an Employee or
Former Employee who becomes entitled to back pay by an award or
agreement of an Employer without regard to mitigation of damages. If a
person to whom this Section 18.9 applies was or would have become an
Employee after such back pay award or agreement has been effected, and
if any such person who had not previously become a Participant pursuant
to Section 3.1 shall within 30 days of the date he receives notice of
the provisions of this Section 18.9 make an election to become a
Participant in accordance with such Section 3.1 (retroactive to any
Enrollment Date as of which he was or has become eligible to do so),
then such Participant may elect that any Tax-Deferred Contributions not
previously made on his behalf but which, after application of the
foregoing provisions of this Section 18.9, would have been made under
the provisions of Article IV and any After-Tax Contributions which he
had not previously made but which, after application of the foregoing
provisions of this Section 18.9, he would have made under the
provisions of Article V, shall be made out of the proceeds of such back
pay award or agreement. To the extent that any additional Tax-Deferred
Contributions or After-Tax Contributions are made during the month in
accordance with the provisions of the foregoing sentence, his Employer
shall make a Matching Employer Contribution for the Plan year in which
such month occurs equal to the amount of the Matching Employer
Contribution which would have been allocated to such Participant under
the provisions of Article VI as in effect during each Plan year to
which such additional contributions relate. The amounts of such
additional contributions shall be credited to the separate account of
such Participant or Former Participant, as appropriate. Any additional
contributions made by such Participant and by an Employer pursuant to
this Section 18.9 shall be made in accordance with, and subject to the
limitations of the applicable provisions of Articles IV, V, and VI.
18.10 CONDITION ON EMPLOYER CONTRIBUTIONS.
Notwithstanding anything to the contrary contained in the Plan or the
Trust Agreement, any obligation of an Employer to make any contribution
hereunder hereby is conditioned upon the continued qualification of the
Plan under Section 401(a) of the Code, the exempt status of the Trust
Fund under Section 501(a) of the Code, and the deductibility of the
contribution under Section 404 of the Code. Except as otherwise
provided in this Section 18.10, however, in no event shall any portion
of the property of the Trust Fund ever revert to or otherwise inure to
the benefit of an Employer or any related corporation.
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18.11 RETURN OF CONTRIBUTIONS TO PARTICIPANTS.
Notwithstanding anything to the contrary contained in the Plan or the
Trust Agreement, in the event of the cessation of a Participant's
participation in the Plan, on a day other than the last day of a month,
or in the event of any termination of the Plan, any After-Tax
Contributions which have been deducted from the compensation of a
Participant and any Tax-Deferred Contributions which would have reduced
his Compensation during such month shall be returned to such
Participant or his Beneficiary, and such After-Tax Contributions and
Tax-Deferred Contributions shall be treated for all Plan purposes as if
they had never been made.
18.12 RETURN OF CONTRIBUTIONS TO AN EMPLOYER.
The corpus or income of the Trust may not be diverted to or used for
other than the exclusive benefit of the Participants or their
Beneficiaries. Notwithstanding anything to the contrary contained in
the Plan or the Trust Agreement, in the event a Tax-Deferred
Contribution or a Matching Employer Contribution:
(a) is made under a mistake of fact, or
(b) is conditioned upon deduction of the contribution under
Section 404 of the Internal Revenue Code and such deduction is
disallowed, or
(c) is conditioned upon the initial qualification of the Plan, or
the continuing qualification of the Plan following amendment,
under Section 401(a) of the Internal Revenue Code and the Plan
does not so qualify,
such a contribution may be returned to the Employer within one (1) year
after the payment of the contribution, the disallowance of the
deduction to the extent disallowed, or the date of denial of the
qualification of the Plan, whichever is applicable.
18.13 VALIDITY OF PLAN.
The validity of the Plan shall be determined and the Plan shall be
construed and interpreted in accordance with the laws of the State of
Ohio. The invalidity or illegality of any provision of the Plan shall
not affect the legality or validity of any other part thereof.
18.14 PARTIES BOUND.
The Plan shall be binding upon the Employers, all Participants, Former
Participants, and Beneficiaries hereunder, and, as the case may be, the
heirs, executors, administrators, successors, and assigns of each of
them.
18.15 INDEPENDENT APPRAISALS.
Notwithstanding anything to the contrary contained in the Plan, all
valuations of Company Stock or other Employer securities described in
Section 4975(e)(8) of the Code
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or in Treasury Reg. ss. 54.4975-12 that are not readily tradable on an
established securities market with respect to activities carried on by
the Plan shall be made as of the valuation date by an independent
appraiser meeting requirements similar to those contained in Treasury
regulations under Section 170(a)(1) of the Code. The value so
determined shall be the value of such Shares or other Employer
securities for all purposes of the Plan, including distributions to
Participants and the purchase of shares under Sections 12.15 and 12.16
from Participants who are not "disqualified persons" under Section 4975
of the Code. If the Plan purchases Shares or other Employer securities
from a "disqualified person," the fair market value shall be determined
by an independent appraiser as of the date of the transaction.
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ARTICLE XIX
TOP-HEAVY PROVISIONS
19.1 APPLICABILITY.
Notwithstanding anything to the contrary contained in the Plan, the
provisions of this Article XIX shall be applicable during any Plan year
in which the Plan is determined to be a top-heavy plan as hereinafter
defined. In the event that the Plan is determined to be a top-heavy
plan and upon a subsequent determination date is determined to no
longer be a top-heavy plan, the vesting provisions specified in Section
12.2 and the contribution provisions specified in Section 6.1 shall
again become applicable as of such subsequent determination date;
provided, however, that in the event such prior vesting schedule does
again become applicable, the provisions of Section 12.6 shall apply (i)
to preserve the nonforfeitable accrued benefit of any Participant,
Former Participant, or Beneficiary and (ii) to permit any Participant
with three years of Continuous Service to elect to continue to have his
nonforfeitable interest in his sub-account attributable to Matching
Employer Contributions determined in accordance with the vesting
schedule specified in Section 19.3.
19.2 TOP-HEAVY DEFINITIONS.
For purposes of this Article XIX, the following definitions shall
apply:
(a) The "determination date" with respect to any Plan year shall
mean the last day of the preceding Plan year (or, in the case
of the first Plan year of the Plan, the last day of the first
Plan year).
(b) The "valuation date" with respect to any determination date
shall mean the most recent revaluation date occurring within a
12-month period ending on the determination date.
(c) A "key employee" shall mean any Employee or Former Employee
who is a key employee pursuant to the provisions of Section
416(i)(1) of the Code and any Beneficiary of such Employee or
Former Employee.
(d) A "non-key employee" shall mean any Employee who is not a key
employee.
(e) A "top-heavy plan" with respect to a particular Plan year
shall mean (i), in the case of a defined contribution plan, a
plan for which, as of the determination date, the aggregate of
the accounts (within the meaning of Section 416(g) of the Code
and the regulations and rulings thereunder) of key employees
exceeds 60 percent of the aggregate of the accounts of all
participants under the plan, with the accounts valued as of
the relevant valuation date, (ii), in the case of a defined
benefit plan, a plan for which, as of the determination date,
the present value of the cumulative accrued
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benefits payable under the plan (within the meaning of Section
416(g) of the Code and the regulations and rulings thereunder)
to key employees exceeds 60 percent of the present value of
the cumulative accrued benefits under the plan for all
employees, with present value of accrued benefits to be
determined in accordance with the actuarial assumptions
specified in such defined benefit plan, and (iii) any plan
included in a required aggregation group that is a top-heavy
group. Notwithstanding the foregoing, if a plan is included in
a required or permissive aggregation group that is not a
top-heavy group, such plan shall not be a top-heavy plan. In
the case of a defined benefit plan, the accrued benefit of a
Participant other than a key employee shall be determined
under the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the
Employer or if there is no such method, as if such benefit
accrued not more rapidly than the slowest accrual rate
permitted under the fractional rule of Section 411(b)(1)(C) of
the Code. For purposes of this paragraph (e), for any Plan
year beginning after December 31, 1984, the accounts and
accrued benefits of any employee who has not performed an hour
of service during the five-year period ending on the
determination date shall be disregarded, and for each Plan
year beginning after December 31, 2001, the accounts and
accrued benefits of any employee who has not performed an hour
of service during the one-year period ending on the
determination date shall be disregarded.
(f) A "super top-heavy plan" with respect to a particular Plan
year shall mean a plan that, as of the determination date,
would qualify as a top-heavy plan under the definition in
paragraph (e) of this Section 19.2 with "90 percent"
substituted for "60 percent" each place where "60 percent"
appears in such definition. A plan is also a "super top-heavy
plan" if it is part of a super top-heavy group.
(g) A "required aggregation group" shall include (i) all plans of
each Employer in which a key employee is a participant, and
(ii) all other plans of such Employer, including any plans
terminated during the five-year period ending on the
determination date, which enable a plan described in (i) to
meet the requirements of Sections 401(a)(4) or 410 of the
Code.
(h) A "permissive aggregation group" shall mean those plans
included in each Employer's required aggregation group
together with any other plan or plans of the Employer, so long
as the entire group of plans would continue to meet the
requirements of Sections 401(a)(4) and 410 of the Code.
(i) A "top-heavy group" with respect to a particular Plan year
shall mean a required or a permissive aggregation group if the
sum, as of the determination date, of the present value of the
cumulative accrued benefits for key employees under all
defined benefit plans included in such group and the aggregate
of the account balances of key employees under all defined
contribution plans included in such group exceeds 60 percent
of a similar sum determined for all employees covered by the
plans included in such group.
(j) A "super top-heavy group" with respect to a particular Plan
year shall mean a required or permissive aggregation group
that, as of the determination date, would qualify as a
top-heavy group under the definition in paragraph (i) of this
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Section 19.2 with "90 percent" substituted for "60 percent"
each place where "60 percent" appears in such definition.
19.3 ACCELERATED VESTING.
In the event the Plan is determined to be a top-heavy plan with respect
to any Plan year beginning after December 31, 1983, a Participant whose
Settlement Date occurs during such Plan year under the conditions
specified in paragraph (e) of Section 12.1 shall be vested in a
nonforfeitable percentage of the balance of his sub-account
attributable to Matching Employer Contributions which shall be
determined by application of the following vesting schedule:
Years of Continuous Service Nonforfeitable Percentage
--------------------------- -------------------------
Less than 2 years 0%
2 years but less than 3 years 25%
3 years but less than 4 years 50%
4 years but less than 5 years 75%
5 years or more 100%
19.4 TOP-HEAVY EMPLOYER CONTRIBUTION.
In the event the Plan is determined to be a top-heavy plan with respect
to any Plan year beginning after December 31, 1983, the Employer
contributions and forfeitures allocated to the sub-account attributable
to Matching Employer Contributions of each non-key employee who is a
Participant (or who was eligible under Section 3.1 to become a
Participant prior to the end of the Plan year but failed to make the
written election described therein) and who is not separated from
service with the Employer as of the end of the Plan year shall be no
less than the lesser of (i) three percent of his compensation for the
entire Plan year or (ii) the largest percentage of Compensation that is
allocated for such Plan year to the sub-account attributable to
Matching Employer Contributions of any key employee; except that, in
the event the Plan is part of a required aggregation group, and the
Plan enables a defined benefit plan included in such group to meet the
requirements of Section 401(a)(4) or 410 of the Code, the minimum
allocation of Employer contributions and forfeitures to the sub-account
attributable to Matching Employer Contributions of each such non-key
employee shall be three percent of the Compensation of the non-key
employees. Any minimum allocation to the sub-account attributable to
Matching Employer Contributions of a non-key employee required by this
Section 19.4 shall be made without regard to any social security
contribution made by an Employer on behalf of the non-key employee.
Notwithstanding the minimum top-heavy allocation requirements of this
Section 19.4, in the event that the Plan is a top-heavy plan, each
non-key employee who is a Participant hereunder (or who was eligible
under Section 3.1 to become a Participant prior to the end of the Plan
year but failed to make the written election described therein) and who
is also covered under a top-heavy defined benefit plan maintained by an
Employer will receive the top-heavy benefits provided
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under such defined benefit plan in lieu of the minimum top-heavy
allocation under the Plan.
19.5 ADJUSTMENTS TO SECTION 415 LIMITATIONS.
In the event that the Plan is a top-heavy plan and an Employer
maintains a defined benefit plan covering some or all of the Employees
that are covered by the Plan, Section 415(e)(6)(B)(i) of the Code shall
be applied to the Plan by substituting "$41,500" for "$51,875", except
that such substitutions shall not be applied to the Plan if (i) the
Plan is not a super top-heavy plan, (ii) the Employer contribution for
such Plan year for each non-key employee who is to receive a minimum
top-heavy benefit hereunder is not less than four percent of such
non-key employee's compensation, (iii) the minimum annual retirement
benefit accrued by a non-key employee who participates under one or
more defined benefit plans of an Employer or a related corporation is
not less than the lesser of three percent times years of service with
an Employer or a related corporation or thirty percent, and (iv) a
non-key employee who participates under both a defined benefit plan and
a defined contribution plan of an Employer receives an allocation of
Employer contributions and forfeitures equal to at least seven and
one-half percent of his Compensation.
19.6 COMPENSATION TAKEN INTO ACCOUNT.
The annual compensation of any Participant to be taken into account
under the Plan during any Plan year in which the Plan is determined to
be a top-heavy plan shall not exceed $150,000 for Plan years beginning
on or after January 1, 1994, subject to adjustment annually as provided
in Section 401(a)(17)(B) and Section 415(d) of the Code.
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ARTICLE XX
LOANS
20.1 APPLICATION FOR LOAN.
A Participant may make application to the Company for a loan from his
separate account under the Investment Funds, in accordance with
procedures established by the Company; provided, however, that no loan
in excess of 50% of the Participant's vested interest under the Plan
shall be made hereunder; and, provided further, that the amount of any
loan must be at least $1,000. Loans shall not be made available to
Highly Compensated Employees in an amount greater than the amount made
available to other Employees and shall be subject to the following
additional conditions:
(a) At the time the loan is made, the Participant shall agree to
repay the loan by payroll withholding; provided, however, that
in the event a Participant terminates employment with the
Employer prior to the repayment of any loan hereunder, such
Former Participant may continue to repay the amount of his
loan in monthly payments forwarded to the Trustee. Any loan
may be repaid in full, without penalty, at any time after the
loan has been in existence for at least three months.
(b) A loan shall not be granted hereunder unless the Participant
consents to the charging of his separate account in accordance
with the provisions of Section 20.5 for unpaid principal and
interest in the event the loan is declared to be in default.
(c) As collateral for a loan granted hereunder, the Participant
shall grant to the Plan a security interest in such
Participant's separate account, which security interest shall
not exceed 50% of such Participant's vested interest under the
Plan, determined as of the date as of which the loan is made.
(d) A Participant shall not have more than two loans outstanding
at any time from the Plan and all other plans of the Employer
and any related corporation.
(e) Loans shall be made to Participants in accordance with written
procedures established by the Company, which written
procedures are hereby incorporated into and made a part of the
Plan.
20.2 REDUCTION OF ACCOUNT UPON DISTRIBUTION.
Notwithstanding any other provision of the Plan to the contrary, the
amount of a Participant's separate account that is distributable to the
Participant or his Beneficiary under the Plan shall be reduced by the
portion of his vested interest that is held by the Plan as security for
any loan outstanding to the Participant, provided that the reduction is
used to repay the loan. If a distribution is made because of the death
of a Participant prior to the commencement of a distribution of his
separate account, and less than 100% of the Participant's vested
interest in his separate account (determined without regard to the
preceding sentence) is payable to such Participant's surviving spouse,
then the balance of the Participant's vested interest in his separate
account shall be adjusted by reducing
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such Participant's vested account balance by the amount of the security
used to repay the loan, as provided in the preceding sentence, prior to
determining the amount of the Participant's separate account that is
payable to such Participant's surviving spouse.
20.3 REQUIREMENTS TO PREVENT A TAXABLE DISTRIBUTION.
Notwithstanding any other provision of the Plan to the contrary, the
following terms and conditions shall apply to any loan made to a
Participant under this Article XX.
(a) The interest rate on any loan made to a Participant hereunder
shall be the "prime rate" (as hereinafter defined) charged by
the Trustee and in effect on the date the Participant's loan
request is made, plus one percent. For purposes of determining
the rate to be used in calculating the interest charged on
loans made hereunder, the "prime rate" shall be the prime rate
set by the Trustee from time to time as reported by it and as
in effect on the first business day of each month. If the
Trustee does not set a prime rate, the interest rate on any
loan made to a Participant hereunder shall be a reasonable
interest rate commensurate with current interest rates charged
for loans made under similar circumstances by persons in the
business of lending money.
(b) The amount of any loan to a Participant (when added to the
outstanding balance of all other loans to the Participant from
the Plan and all other plans maintained by the Employer or a
related corporation) shall not exceed the lesser of:
(i) $50,000, reduced by the highest outstanding balance
of any other loan to the Participant from the Plan
and all other plans maintained by the Employer or a
related corporation during the preceding 12-month
period; or
(ii) 50% of the vested portion of the Participant's
separate account under the Plan and his vested
interest under all other plans maintained by the
Employer or a related corporation.
(c) The repayment term of any loan granted to a Participant
hereunder shall be 12, 24, 36, 48 or 54 months, as specified
by the Participant.
(d) Except as otherwise permitted under Treasury regulations,
substantially level amortization shall be required over the
term of the loan with payments being made not less frequently
than quarterly.
20.4 ADMINISTRATION OF LOAN INVESTMENT FUNDS.
Upon approval of a loan to a Participant hereunder, the Company shall
direct the Trustee to establish a Loan Investment Fund in the name of
such Participant, and to transfer to such Loan Investment Fund such
portion of the Participant's separate account invested in the
Investment Funds, other than amounts in either the Self-Directed
Account or the Participant's Matching Employer Contributions
Sub-Accounts, as shall equal the amount of the Participant's loan;
provided, however, that the portion of the Participant's
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investment in the Investment Funds that is to be debited for any loan
to be made to the Participant hereunder shall be in the same proportion
as the Participant's current balance in those Investment Funds. Any
loan approved by the Company shall be made to the Participant out of
the Participant's Loan Investment Fund. All principal and interest paid
by the Participant on a loan made under this Article XX shall be
deposited in his Loan Investment Fund and shall be transferred, upon
receipt, to the Investment Funds in accordance with the Participant's
most recent investment directions on the date of payment of the Loan
Investment Fund. The balance of the Participant's loan shall be
decreased by the amount of principal payments, and the Loan Investment
Fund shall be terminated when the loan has been repaid in full.
20.5 DEFAULT.
If a Participant fails to make, or fails to cause to be made, any
payment required under the terms of the loan within 60 days following
the date on which such payment shall become due, the Company may direct
the Trustee to declare the loan to be in default, in accordance with
the provisions of the Plan's written loan procedure, and the entire
unpaid balance of such loan, together with accrued interest, shall be
immediately due and payable. In any such event, if such balance and
interest thereon is not then paid, the Trustee shall charge the
separate account of the borrower with the amount of such balance and
interest as of the earliest date, including the borrower's Severance
Date, if applicable, upon which a distribution may be made from the
Plan to the borrower without adversely affecting either the tax
qualification of the Plan or the qualified status of the cash or
deferred arrangement maintained under the Plan.
20.6 CHANGES IN EMPLOYMENT STATUS AND TRANSFERS OF EMPLOYMENT BEFORE LOAN IS
REPAID IN FULL.
Subject to the provisions of Section 3.4, in the event a Participant:
(a) ceases to be an Employee but continues in the employment of
(i) an Employer in some other capacity or (ii) a related
corporation, and
(b) becomes a participant in The Goodyear Tire & Rubber Company
Employee Savings Plan for Bargaining Unit Employees,
his separate account under the Plan and his Loan Investment Fund, if
any, shall be transferred to the savings plan in which he becomes a
participant. Any transfer of his separate account and Loan Investment
Fund made in accordance with the provisions of this Section 20.6 shall
be made as soon as administratively practicable after the Participant's
change in employment status or transfer of employment, subject to
compliance with Section 414(l) of the Code and the regulations
thereunder.
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ARTICLE XXI
ELIGIBLE ROLLOVER DISTRIBUTIONS
21.1 DIRECT ROLLOVER.
This Article XXI applies to distributions made on or after January 1,
1993. Notwithstanding any provision of the plan to the contrary that
would otherwise limit a distributee's election under this Article XXI,
a distributee may elect, at the time and in the manner prescribed by
the plan administrator, to have any portion of an eligible rollover
distribution paid directly to an eligible retirement plan specified by
the distributee in a direct rollover.
21.2 DEFINITIONS.
(a) Eligible rollover distribution: An eligible rollover
distribution is any distribution of all or any portion of the
balance to the credit of the distributee, except that an
eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified
period of ten years or more; any distribution to the extent
such distribution is required under Section 401(a)(9) of the
Code; any hardship withdrawal of Tax-Deferred Contributions
after December 31, 1998; and the portion, excluding After-Tax
Contributions, of any distribution that is not includable in
gross income (determined without regard to the exclusion for
net unrealized appreciation with respect to employer
securities).
(b) Eligible retirement plan: An eligible retirement plan is an
individual retirement account described in Section 408(a) of
the Code, an individual retirement annuity described in
Section 408(b) of the Code, an annuity plan described in
Section 403(a) of the Code, an annuity contract described in
Section 403(b) of the Code, an eligible plan under Section 457
of the Code, or a qualified trust described in Section 401(a)
of the Code, that accepts the distributee's eligible rollover
distribution. The definition of eligible retirement plan shall
also apply in the case of a distribution to a surviving
spouse, or to a spouse or former spouse who is the alternate
payee under a qualified domestic relations order, as defined
in Section 414(p) of the Code.
(c) Distributee: A distributee includes an Employee or Former
Employee. In addition, the Employee's or former Employee's
surviving spouse and the Employee's or former Employee's
spouse or former spouse who is the alternate payee under a
qualified domestic relations order, as defined in Section
414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.
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(d) Direct rollover: A direct rollover is a payment by the plan to
the eligible retirement plan specified by the distributee.
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ARTICLE XXII
MINIMUM EMPLOYER CONTRIBUTION
22.1 CONTRIBUTION OF THE MINIMUM EMPLOYER CONTRIBUTION.
For each Plan year that the Board of Directors of The Goodyear Tire &
Rubber Company authorizes, an Employer shall make a minimum aggregate
contribution to the Plan in cash, at least equal to a specified dollar
amount (the "Minimum Employer Contribution"). The Minimum Employer
Contribution shall be set by the appropriate resolution of the Board of
Directors of The Goodyear Tire & Rubber Company, or as delegated by the
Board through an appropriate resolution on or before the last day of
the Employer's taxable year that ends with or within such Plan Year.
The Employer shall satisfy the Minimum Employer Contribution by
"employer contributions" made at any time during the Plan year. The
Minimum Employer Contribution shall be deemed to be satisfied for the
Plan year as soon as the total of "employer contributions" for the Plan
year equals the amount of the Minimum Employer Contribution. For
purposes of this Section 22.1, "employer contributions" means any
employer contributions under Section 404 of the Code, including, but
not limited to, Tax-Deferred Contributions and Matching Employer
Contributions.
In accordance with the provisions of Section 18.10, but without regard
to any exception provided in that Section or Section 18.12, the Minimum
Employer Contribution, shall not revert to, or otherwise inure to the
benefit of an Employer or any related corporation.
22.2 ALLOCATION OF MINIMUM EMPLOYER CONTRIBUTION.
The Minimum Employer Contribution for the Plan year shall be allocated
as follows:
(a) First, the Minimum Employer Contribution for the Plan year
shall be allocated during the Plan year to each Employee who
is Participant on the first day of the Plan year to the extent
that Tax-Deferred Contributions pursuant to Section 4.2 and
Matching Employer Contributions pursuant to Section 6.3. These
allocations shall be made to each such Participant's
Tax-Deferred Contributions and Matching Employer Contributions
sub-account, respectively.
(b) Second, the balance of the Minimum Employer Contribution, if
any, remaining after the allocation in Section 22.2(a) shall
be allocated to each Non-Highly Compensated Employee who is a
Participant on the first day of the Plan year and an Employee
on the last day of the Plan year, in the same ratio that such
Participant's Tax-Deferred Contributions during the Plan year
bears to the Tax-Deferred Contributions of all such
Participants during the Plan year. This allocation shall be
made to each such Participant's Matching Employer
Contributions sub-account.
(c) Third, notwithstanding Article IX, if the total contributions
allocated to a Participant's sub-accounts exceed the
Participant's maximum annual addition limit
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for any calendar year as a result of the Minimum Employer
Contribution, then such excess shall be held in a suspense
account as provided under Section 415 of the Code. Such
amounts shall be applied to reduce Employer contributions in
the next, and succeeding, calendar years.
Each installment of the Minimum Employer Contribution shall be held in
a separate contribution suspense account unless, or until, allocated on
or before the end of the Plan year in accordance with this Section
22.2. Such suspense account shall not participate in the allocation of
investment gains, losses, income and deductions of the Trust Fund as a
whole, but shall be invested separately, as directed by the Employer,
and all gains, losses, income and deductions attributable to such
investment shall be allocated in proportion to Section 22.2(a) and (b)
respectively.
Notwithstanding any other provision of the Plan to the contrary, any
allocation of Tax-Deferred Contributions to a Participant's account
shall be made under either Section 4.2 or this Section 22.2, but not
both Sections, and any allocation of Matching Employer Contributions
shall be made under either Section 6.3 or this Section 22.2, as
appropriate, but not both Sections.
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ARTICLE XXIII
MERGER OF CELERON CORPORATION EMPLOYEE SAVINGS PLAN
23.1 MERGER OF PLANS.
Effective as of the close of business on December 31, 1999, the Celeron
Corporation Employee Savings Plan (the "Celeron Plan"), maintained
under a plan document amended and restated effective January 1, 1997,
is hereby merged into and made a part of the Plan, and the trust
maintained in connection with the Celeron Plan is hereby merged into
and made a part of the Trust. Each person who was a participant or
former participant in the Celeron Plan on December 31, 1999, shall
become a Participant or Former Participant in the Plan on January 1,
2000, and on and after January 1, 2000, the provisions of this Article
XXIII and the Plan shall govern with respect to the interests of the
participants and former participants in the Celeron Plan.
23.2 ESTABLISHMENT OF SEPARATE ACCOUNTS AND SUB-ACCOUNTS.
As soon as possible after January 1, 2000, and after the assets of the
trust maintained in connection with the Celeron Plan have been received
by the Trustee, separate accounts and sub-accounts shall be established
in the name of each person who had a separate account under the Celeron
Plan on December 31, 1999. There shall be credited to each separate
account an amount equal to such person's prior separate account balance
under the Celeron Plan as of December 31, 1999, and to each sub-account
an amount equal to such person's prior separate sub-account balance of
the corresponding type under the Celeron Plan as of December 31, 1999.
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ARTICLE XXIV
MERGER OF BRAD RAGAN, INC. EMPLOYEE SAVINGS PLAN
24.1 MERGER OF PLANS.
Effective as of the close of business on November 30, 2001, the Brad
Ragan, Inc. Employee Savings Plan (the "Brad Ragan Plan"), maintained
under a plan document amended and restated effective January 1, 1997,
is hereby merged into and made a part of the Plan, and the trust
maintained in connection with the Plan is hereby merged into and made a
part of the Trust. Each person who was a participant or former
participant in the Brad Ragan Plan on November 30, 2001, shall become a
Participant or Former Participant in the Plan on December 1, 2001, and
on and after December 1, 2001, the provisions of this Article XXIV and
the Plan shall govern with respect to the interests of the participants
and former participants in the Brad Ragan Plan.
24.2 ESTABLISHMENT OF SEPARATE ACCOUNTS AND SUB-ACCOUNTS.
As soon as possible after December 1, 2001, and after the assets of the
trust maintained in connection with the Brad Ragan Plan have been
received by the Trustee, separate accounts and sub-accounts shall be
established in the name of each person who had a separate account under
the Brad Ragan Plan on November 30, 2001. There shall be credited to
each separate account an amount equal to such person's prior separate
account balance under the Brad Ragan Plan as of November 30, 2001, and
to each sub-account an amount equal to such person's prior separate
sub-account balance of the corresponding type under the Brad Ragan Plan
as of November 30, 2001.
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ARTICLE XXV
MERGER OF THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR HOURLY EMPLOYEES
25.1 MERGER OF PLANS.
Effective as of the close of business on December 31, 2001, The
Goodyear Tire & Rubber Company Employee Savings Plan for Hourly
Employees (the "Hourly Plan"), maintained under a plan document amended
and restated effective January 1, 2001, is hereby merged into and made
a part of the Plan, and the trust maintained in connection with the
Hourly Plan is hereby merged into and made a part of the Trust. Each
person who was a participant or former participant in the Hourly Plan
on December 31, 2001, shall become a Participant or Former Participant
in the Plan on January 1, 2002, and on and after January 1, 2002, the
provisions of this Article XXV and the Plan shall govern with respect
to the interests of the participants and former participants in the
Hourly Plan.
25.2 ESTABLISHMENT OF SEPARATE ACCOUNTS AND SUB-ACCOUNTS.
As soon as possible after January 1, 2002, and after the assets of the
trust maintained in connection with the Hourly Plan have been received
by the Trustee, separate accounts and sub-accounts shall be established
in the name of each person who had a separate account under the Hourly
Plan on December 31, 2001. There shall be credited to each separate
account an amount equal to such person's prior separate account balance
under the Hourly Plan on December 31, 2001, and to each sub-account an
amount equal to such person's prior separate sub-account balance of the
corresponding type under the Hourly Plan as of December 31, 2001.
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ARTICLE XXVI
MERGER OF THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EXPATRIATE EMPLOYEES
26.1 MERGER OF PLANS.
Effective as of the close of business on December 31, 2001, The
Goodyear Tire & Rubber Company Employee Savings Plan for Salaried
Expatriate Employees (the "Expatriate Plan"), maintained under a plan
document amended and restated effective January 1, 2001, is hereby
merged into and made a part of the Plan, and the trust maintained in
connection with the Plan is hereby merged into and made a part of the
Trust. Each person who was a participant or former participant in the
Expatriate Plan on December 31, 2001, shall become a Participant or
Former Participant in the Plan on January 1, 2002, and on and after
January 1, 2002, the provisions of this Article XXV and the Plan shall
govern with respect to the interests of the participants and former
participants in the Expatriate Plan.
26.2 ESTABLISHMENT OF SEPARATE ACCOUNTS AND SUB-ACCOUNTS.
As soon as possible after January 1, 2002, and after the assets of the
trust maintained in connection with the Hourly Plan have been received
by the Trustee, separate accounts and sub-accounts shall be established
in the name of each person who had a separate account under the
Expatriate Plan on December 31, 2001. There shall be credited to each
separate account an amount equal to such person's prior separate
account balance under the Expatriate Plan on December 31, 2001, and to
each sub-account an amount equal to such person's prior separate
sub-account balance of the corresponding type under the Expatriate Plan
as of December 31, 2001.
* * *
EXECUTED at Akron, Ohio, this 20th day of December, 2001.
THE GOODYEAR TIRE & RUBBER COMPANY
By /s/ Donald D. Harper
---------------------------------------
Vice President
Attest:
Bertram Bell
-----------------------------
Assistant Secretary
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ANNEX I
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
PROVISIONS APPLICABLE TO CERTAIN
FORMER JACKSON EMPLOYEES
Notwithstanding anything to the contrary contained in the Plan or the
Trust Agreement, each person who was in the employ of the compression
and injection molded, thermoset, sheet molded compound and reinforced
thermoplastic products for original equipment manufacturers of
passenger cars, light trucks, and heavy duty trucks business conducted
by the Company at its Jackson, Ohio, plant (the "Jackson Business") on
June 30, 1997, and who became an employee of Cambridge Industries, Inc.
("Cambridge") or any subsidiary or affiliate of Cambridge on June 30,
1997, as a result of the sale of substantially all the assets of the
Jackson Business to Cambridge (a "Former Jackson Employee") shall have
his entire interest under the Plan fully vested as of June 30, 1997,
and thereafter his interest shall be nonforfeitable.
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ANNEX II
THE GOODYEAR TIRE & RUBBER COMPANY
EMPLOYEE SAVINGS PLAN FOR SALARIED EMPLOYEES
PROVISIONS APPLICABLE TO CERTAIN
FORMER CALHOUN EMPLOYEES
Notwithstanding anything to the contrary contained in the Plan or the
Trust Agreement, each person who was in the employ of the business
conducted by the Company at, through, or in support of the Calhoun
Facility: (i) of developing, manufacturing, marketing, distributing,
selling, and servicing carboxylated styrene butadiene latices and any
other products (other than vinyl pyridine latices) which are currently
or have been previously manufactured at, or are currently or have been
under development for manufacture at the Calhoun Facility, and (ii)
developing (to the extent pertaining exclusively to Calhoun Facility
products or processes), manufacturing, marketing, distributing,
selling, and servicing vinyl pyridine latices in North America and
exporting vinyl pyridine latices from North America (the "Calhoun
Business") on February 28, 1998, and who became an employee of Gencorp
Inc. ("Gencorp") or any subsidiary or affiliate of Gencorp on February
28, 1998, as a result of the sale of certain assets of the Calhoun
Business to Gencorp shall have his entire interest under the Plan fully
vested as of February 28, 1998, and thereafter his interest shall be
nonforfeitable.
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