EXHIBIT 10.1
HOURLY AND SALARIED EMPLOYEES STOCK OPTION PLAN
OF
THE GOODYEAR TIRE & RUBBER COMPANY
(AS AMENDED SEPTEMBER 30, 2002)
1. GENERAL PROVISIONS.
(a) ADOPTION; EFFECTIVE DATE. The Plan has been adopted by the
Board of Directors of The Goodyear Tire & Rubber Company on
and effective as of December 4, 2000.
(b) PURPOSE. The purpose of the Plan is to grant options to
purchase shares of the Common Stock of the Company to selected
hourly and non-executive salaried employees of the Company and
its domestic subsidiaries, thereby strengthening the common
interests of the shareholders of the Company and such
employees in the long term growth, profitability and success
of the Company.
(c) TERM. The Plan shall remain in effect until December 31, 2002,
unless sooner terminated by the Board of Directors.
Termination of the Plan shall not affect stock options granted
under the Plan which are then outstanding.
2. DEFINITIONS. For the purposes of the Plan, the following terms shall
have the following meanings.
(a) "BARGAINING AGREEMENT" means the Agreement, dated effective October
25, 2000, together with the Supplemental Agreement relating to Local
307, among the Company, the United Steelworkers of America,
A.F.L.-C.I.O.-C.L.C. and its Local 307, as amended and in effect.
(b) "BOARD OF DIRECTORS" means the Board of Directors of the Company.
(c) "CODE" means the Internal Revenue Code of 1986, as amended and in
effect from time to time, or any successor statute thereto, together
with the published rulings, regulations and interpretations duly
promulgated thereunder.
(d) "COMMON STOCK" means the Common Stock, without par value, of the
Company, or any security issued by the Company in substitution or
exchange therefore or in lien thereof.
(e) "COMPANY" means The Goodyear Tire & Rubber Company, an Ohio
corporation, or any successor corporation.
(f) "EMPLOYEE" means (a) any individual who is a hourly employee not
represented by a union, or a salaried employee other than an officer or
other executive, of an Employer who is on the active payroll of an
Employer at the relevant time; and (b) any member of
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Local 307 of the United Steelworkers of America, A.F.L.-C.I.O.-C.L.C.
who, at September 30, 2002, (i) is a full-time employee of the Company
at its Topeka, Kansas plant on its active payroll or on Layoff or Leave
of Absence and (ii) has Seniority Status.
(g) "EMPLOYER" means the Company and/or any domestic subsidiary of the
Company.
(h) "FAIR MARKET VALUE" means, in respect of any date on or as of which
a determination thereof is being or to be made, the average of the high
and low per share sale prices of the Common Stock reported on the New
York Stock Exchange Composite Transaction tape on such date, or, if the
Common Stock was not traded on such date, on the next day on which
sales of the shares of the common Stock were reported on the New York
Stock Exchange Composite Transactions tape.
(i) "GRANTEE" means any Employee who is granted a Stock Option under
the Plan and has entered into a grant agreement with respect to such
Stock Option and such Stock Option remains outstanding.
(j) "LAYOFF" means, with respect to any Bargaining Unit Employee, a
layoff with recall rights as described at Section 1(a) of Article X of
the Bargaining Agreement.
(k) "LEAVE OF ABSENCE" means, with respect to any Bargaining Unit
Employee, a Leave of Absence authorized by the Employer as provided for
by Section 1(b) of Article X of the Bargaining Agreement.
(l) "PLAN" means this Hourly and Salaried Employees Stock Option Plan
of The Goodyear Tire & Rubber Company.
(m) "RETIREMENT" shall, for the purposes of this Plan, be deemed to
have occurred when an Employee ceases to be an Employee of an Employer
and is entitled to receive a Normal Retirement Pension, a Disability
Retirement Pension or an Early Retirement Pension in accordance with
the applicable provisions of the relevant pension plan of such
Employee's Employer under which such Employee may be entitled to
benefits.
(n) "STOCK OPTION" means any option to purchase shares of Common Stock
granted pursuant to the provisions of the Plan, each of which shall be
a nonstatutory stock option not governed by Section 421 or 422 of the
Code.
3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.
(a) NUMBER OF SHARES ISSUABLE UNDER THE PLAN. The maximum number
of shares of Common Stock which may be issued pursuant to the
Plan, subject to adjustment as provided in Section 3(b) of the
Plan, shall be six-hundred thousand (600,000). The shares of
Common Stock which may be issued under the Plan may be
authorized and unissued shares or issued shares which have
been reacquired by the Company. No fractional share of the
Common Stock shall be issued under the Plan. Any fractional
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share of Common Stock shall be settled in cash at the Fair
Market Value thereof on the relevant date.
(b) ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of
any change in the capital structure, capitalization or Common
Stock of the Company, such as a stock dividend, stock split,
recapitalization, merger, consolidation, split-up, combination
or exchange of shares of other form of reorganization, or any
other change affecting the Common Stock, such proportionate
adjustments, if any, as the Board of Directors in its
discretion may deem appropriate to reflect such change shall
be made with respect to: (i) the maximum number of shares of
Common Stock which may be (1) issued pursuant to the Plan, and
(2) the subject of, or issued pursuant to, any Stock Option
granted pursuant to the Plan; (ii) the number of shares of
Common Stock subject to any outstanding Stock Option; (iii)
the per share exercise price in respect of any outstanding
Stock Option; and (iv) any other term or condition of any
Stock Option affected by any such change.
4. ADMINISTRATION.
(a) THE COMMITTEE. The Plan shall be administered by a committee
(the "Committee") to be appointed from time to time by the
Board of Directors. The Committee shall be comprised of at
least five members. Members of the Committee shall serve at
the pleasure of the Board of Directors. The Board of Directors
may from time to time remove members from, or add members to,
the Committee. A majority of the members of the Committee
shall constitute a quorum for the transaction of business and
the act of a majority of the members present at any meeting at
which a quorum is present shall be the act of the Committee.
Any one or more members of the Committee may participate in a
meeting by conference telephone or similar means where all
persons participating in the meeting can hear and speak to
each other, which participation shall constitute presence in
person at such meeting. Action approved in writing by a
majority of the members of the Committee then serving shall be
fully as effective as if the action had been taken by
unanimous vote at a meeting duly called and held. The Company
shall grant Stock Options under the Plan in accordance with
the terms and conditions specified by the Board of Directors,
which terms and conditions shall be set forth in grant
agreements and/or other instruments in such forms as the Board
of Directors shall approve.
(b) COMMITTEE POWERS. The Committee shall have full power and
authority to administer the Plan in accordance with its terms.
The powers of the Committee include, but are not limited to,
the power to: (i) identify to the Board of Directors Employees
to receive Stock Options; (ii) construe and interpret the Plan
and all Stock Option grant agreements and make any
determination of fact incident to the operation of the Plan;
(iii) promulgate, amend and rescind rules and regulations
relating to the implementation, operation and administration
of the Plan; (iv) delegate to other persons the responsibility
for performing administrative or ministerial acts in
furtherance of the Plan; (v) engage the services of persons
and firms in furtherance of
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the Plan's activities; and (vi) make all other determinations and take
all other actions as the Committee may deem necessary or advisable for
the administration of the Plan.
(c) COMMITTEE'S DECISIONS FINAL. Any determination, decision or
action of the Committee in connection with the construction,
interpretation, administration or application of the Plan, and
of any Stock Option grant agreement, shall be final,
conclusive and binding upon all Grantees, and all persons
claiming through Grantees, affected thereby.
5. STOCK OPTIONS.
All Stock Options granted under the Plan shall be non-qualified options
under the Code and shall be subject to and governed by the terms and
conditions of Sections 6, 7, 8, 9 and 11 of the Plan and shall contain
such additional terms and conditions, not inconsistent with the express
provisions of the Plan, as the Committee and/or the Board of Directors
shall determine.
6. ELIGIBILITY.
Any Employee may be granted a Stock Option. The Committee, subject to
the approval of the Board of Directors, shall determine the Employees
to whom Stock Options will be granted, the timing of such grants, and
the number of shares of Common Stock subject to each Stock Option
granted.
7. TERMS OF THE STOCK OPTIONS.
(a) OPTION EXERCISE PRICE. The per share exercise price of each
Stock Option granted under the Plan shall be 100% of the Fair
Market Value of a share of the Common Stock on the date of the
grant of such Stock Option.
(b) OPTION TERM. Each Stock Option granted under the Plan shall
have a term of ten years (subject to early termination in
accordance with the Plan or the Grant Agreement) and shall
expire (unless theretofore exercised or terminated in
accordance with the term of the Plan and/or the relevant grant
agreement) on the tenth anniversary of the date of grant of
such Stock Option.
(c) EXERCISABILITY. A Stock Option shall be exercisable at such
time or times and subject to such terms and conditions as
shall be determined by the Board of Directors at the date of
grant. No Stock Option may be exercised unless the holder
thereof is at the time of such exercise an Employee and has
been continuously an Employee from the date such Stock Option
was granted through the date of the exercise of such Stock
Option, except that the Board of Directors may permit the
exercise of any Stock Option for any period following the
Grantee's termination of employment not in
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excess of the original term of the Stock Option on such terms and
conditions as it shall deem appropriate and specify in the related
grant agreement.
8. METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in
part, by the Grantee (or his or her legal representative, if permitted
by the Plan) giving written notice of exercise to the Company (or to an
agent of the Company designated in writing to the Grantee), specifying
the number of shares of Common Stock to be purchased. Such notice shall
be accompanied by payment in full of the purchase price, plus any
required withholding taxes, or by documents necessary to effect the
simultaneous exercise of the Stock Option and the sale of the shares of
Common Stock thereby acquired pursuant to a brokerage or similar
arrangement approved in advance by the Committee and authorizing the
use of the proceeds from such sale to pay to the Company the exercise
price and withholding taxes.
9. NON-TRANSFERABILITY OF STOCK OPTIONS. No Stock Option granted, and no
right or interest therein, shall be (i) assignable, alienable or
transferable by a Grantee, except by will or the laws of descent and
distribution, or (ii) subject to any obligation, or the lien or claims
of any creditor, of a Grantee, or (iii) subject to any lien,
encumbrance or claim of any party made in respect of or through any
Grantee, however arising. During the lifetime of a Grantee, the Stock
Option shall be exercisable only by, and shares of Common Stock issued
upon the exercise of Stock Options will be issued only to, the Grantee
or his or her legal representative.
10. AMENDMENT AND TERMINATION. The Board of Directors may at any time and
from time to time amend the Plan. The Board of Directors may at any
time terminate the Plan; provided, however, that no termination of the
Plan shall affect Stock Options outstanding on the date of such
termination.
11. MISCELLANEOUS.
(a) WITHHOLDING TAXES. All Stock Options granted under the Plan
are made subject to any and all applicable withholding for
taxes of any kind. The Company shall have the right to deduct
from any delivery of shares of Common Stock to be made under
the Plan, all federal, state, city, local or foreign taxes of
any kind required by law to be withheld with respect to such
payment and to take such other actions as may be necessary in
the opinion of the Company to satisfy all obligations for the
payment of such taxes. The Company shall have the right to
require a Grantee to pay cash to satisfy withholding taxes as
a condition to the issuance of any shares of Common Stock
under the Plan.
(b) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor
the grant of any Stock Option shall confer upon any Grantee,
any Employee or any other person any right to continued
employment with the Company or any subsidiary of the Company,
nor shall it interfere in any way with the right of the
Company or any subsidiary of
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the Company to terminate the employment of any Grantee, any
Employee or any other person at any time, with or without
cause.
(c) UNFUNDED PLAN. The Plan shall be unfunded. Any liability of
the Company to any person with respect to any Stock Option
granted under the Plan shall be based solely upon any
contractual obligations that may be effected pursuant to the
Plan. No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any
property of the Company or any of its subsidiaries.
(d) OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Any benefits
received by a Grantee under the Plan shall not be deemed a
part of such Grantee's regular, recurring compensation and
shall not be included in, nor have any effect on, the
determination of benefits under any pension or other employee
benefit plan or similar arrangement provided by the Company or
any of its subsidiaries. Payments and benefits provided to any
Employee under any other plan or agreement shall be governed
solely by the terms of such other plan or agreement.
(e) SECURITIES LAW RESTRICTIONS. In no event shall the Company be
obligated to issue or deliver any shares of Common Stock if
such issuance or delivery shall constitute a violation of any
provision of any law or regulation of any government, any
governmental agency or authority, or any securities exchange.
No shares of common Stock shall be issued under the Plan
unless counsel for the Company shall be satisfied that such
issuance will be in compliance with all applicable Federal and
state securities laws and regulations and all requirements of
any securities exchange on which shares of the Common Stock
are listed.
(f) GRANT AGREEMENTS. Each person receiving a Stock Option under
the Plan shall enter into a grant agreement with the Company
in the form specified by the Board of Directors.
(g) SEVERABILITY. In the event any provision of the Plan shall be
held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not affect the remaining
provisions of the Plan.
(h) GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Ohio.
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