Exhibit 10.1
Executive Performance Plan
of
The Goodyear Tire & Rubber Company
Effective January 1, 2004
I. PURPOSE
This Executive Performance Plan of The Goodyear Tire & Rubber Company (the
"Plan") is intended to (i) advance the interests of the Company and its
shareholders by strengthening the Company's ability to attract, retain and
reward key personnel and (ii) motivate key personnel to achieve business
objectives established to promote the Company's long term growth,
profitability and success.
II. DEFINITIONS
For purposes of this Plan, each of the following terms has the indicated
meaning:
"Committee" means the Compensation Committee of the Company's Board of
Directors.
"Company" means The Goodyear Tire & Rubber Company, its subsidiaries and
affiliates.
"Grant" means the number of Units granted by the Committee to a
Participant.
"Grant Agreement" means any agreement or other instrument making a Grant
and setting forth the Performance Goals, Performance Measures and
Performance Period related to the Grant and such other terms deemed
necessary or appropriate by the Committee.
"Participant" means any salaried employee of the Company selected by the
Committee to receive a Grant under this Plan.
"Performance Award" means the number of Units included in a Grant
multiplied by the related Unit Value.
"Performance Goals" means one or more targets, goals or levels of
attainment required to be achieved in terms of the specified Performance
Measures during the specified Performance Period, all as determined by the
Committee and set forth in the related Grant Agreement.
"Performance Measures" means one or more of the criteria used by the
Committee to establish and measure attainment of Performance Goals for a
Performance Period.
"Performance Period" means one or more periods of time, which may be of
varying and overlapping duration, as selected by the Committee, during
which attainment of Performance Goals is measured' provided, however, that
no Performance Period may be less than one year in duration.
"Plan" means this Executive Performance Plan of the Company, as then
amended at any time.
"Unit" means one multiple of Unit Value.
"Unit Value" means the amount of the cash value of each Unit granted to a
Participant; Unit Value may vary by Grant or Participant and is based upon
attainment of Performance Goals.
III. THE COMMITTEE
A) The Plan will be administered by the Committee. No member of the
Committee will participate in this Plan. The Committee may take any
action permitted by this Plan at any meeting at which a quorum is
present and which is held upon not less than five days' notice to
each member of the meeting's time, place and purpose. A majority of
the members of the Committee will constitute a quorum, and any act
of a majority of the members present at any meeting at which a
quorum is present will 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 by which each participant can hear and
speak to each other participant. Participation by any such means
will constitute presence in person at the meeting. The Committee may
take any permitted action by written consent of a majority of its
members, and such action will be as effective as if the action had
been taken by unanimous vote at a meeting duly called and held. The
minutes of each meeting (signed by the Committee's secretary)
evidencing any permitted action, will constitute authority for the
Company to act in accordance therewith. The Company will make Grants
in accordance with the terms and conditions specified by the
Committee, as set forth in the related Grant Agreement.
B) The Committee has full power and authority to administer this Plan
in accordance with its terms, including, but not limited to, the
power to: (i) select Participants; (ii) make Grants; (iii) determine
Unit Value; (iv) establish Performance Goals, Performance Measures
and Performance Periods; (v) change the terms of any Grant
previously made; (vi) guarantee a minimum Unit Value; (vii)
prescribe the terms of any Grant Agreement; (viii) interpret this
Plan and make any determination of fact incident to the operation of
this Plan; (ix) terminate or amend this Plan without stockholder
approval, unless such approval is then required by applicable law or
rule, including without limitation any amendment necessary or
appropriate to comply with the laws of other countries; (x) delegate
to other persons the responsibility for performing administrative or
ministerial acts pursuant to this Plan; (xi) engage the services of
persons and firms, including without limitation banks, legal
advisors, consultants and insurance companies, in connection with
the administration and interpretation of this Plan and (xii) make
all other determinations and take all other actions as the Committee
may deem necessary or advisable for the administration of this Plan.
C) Any determination, decision or action of the Committee in connection
with the construction, interpretation, administration or application
of this Plan, or of any Grant Agreement, shall be final, conclusive
and binding upon a Participant and any person claiming through the
Participant.
IV. ELIGIBILITY AND TERMS
The Committee will select Participants in its sole discretion, subject to
the terms of this Plan. At the time each Grant is made, the Committee will
establish and set forth in a Grant Agreement the amount of the Grant and
the related Performance Measures, Performance Goals and
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Performance Period. At the end of any Performance Period, the Committee
will calculate each Performance Award and advise the Company of the amount
of cash payment to be made to each Participant.
V. PERFORMANCE GOALS, PERFORMANCE MEASURES AND PERFORMANCE PERIODS
Each Grant Agreement will provide that, in order for a Participant to
receive a Performance Award, the Company must achieve specified
Performance Goals over the Performance Period, with attainment of
Performance Goals determined using specific Performance Measures.
Performance Goals and the Performance Period will be established by the
Committee in its sole discretion. The Committee also will establish
Performance Measures for each Performance Period. The Committee may, in
its sole discretion, revise or amend Performance Goals or Performance
Measures at any time prior to distribution of a Performance Award for any
Grant. The Committee may, in its sole discretion, guarantee, eliminate or
reduce the amount of any Performance Award that otherwise would be payable
to a Participant upon attainment of the Performance Goals.
VI. FORM OF GRANTS
Grants may be made on any terms and conditions not inconsistent with this
Plan, and the related Grant Agreement may be in such form, as the
Committee, in its sole discretion, may approve. Subject to the terms of
this Plan, the Committee will, in its sole discretion, determine the
number of Units included in each Grant, and the Committee may impose
different terms and conditions on any particular Grant. The Performance
Goals, Performance Measures and Performance Period applicable to any Grant
shall be set forth in the related Grant Agreement.
VII. PAYMENT OF AWARDS
Payment in settlement of a Performance Award will be made in cash and at
such time or times as the Committee, in its sole discretion, shall
determine.
VIII. DEFERRAL OF PAYMENT
The Committee may, whether at the time of Grant or at anytime thereafter
that is prior to payment or settlement, require a Participant to defer, or
permit (subject to such conditions as the Committee may from time to time
establish) a Participant to elect to defer, receipt of all or any portion
of any payment of cash that would otherwise be due to such Participant in
payment or settlement of any Performance Award. If any such deferral is
required by the Committee (or is elected by the Participant with the
permission of the Committee), the Committee shall establish rules and
procedures for such payment deferrals.
IX. MISCELLANEOUS
A) Withholding Taxes. Each Performance Award\ will be made subject to
any applicable withholding for taxes. The Company may deduct from
any Performance Award any and 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.
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B) No Right to Employment. Neither the adoption of this Plan nor the
making of any Grant will confer upon any employee any right to
continued employment with the Company, nor interfere in any way with
the right of the Company to terminate the employment of any employee
at any time, with or without cause, subject to the terms of any
employment agreement or provision of applicable law.
C) Non-Transferability of Grants. No Grant, and no right or interest
therein, shall (i) be assignable, alienable or transferable by any
Participant, except by will or the laws of descent and distribution
or (ii) be subject to any obligation, or the lien or claims of any
creditor, of any Participant or (iii) be subject to any lien,
encumbrance or claim of any person made in respect of or through any
Participant, however arising
D) Unfunded Plan. The Plan will be unfunded, and the Company shall not
be required to segregate any assets that may at any time be
represented by Grants or Performance Awards. Any liability of the
Company to any person with respect to any Performance Award will be
based solely upon any contractual obligation effected pursuant to
this 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.
E) Change in Control. Nothing in this Plan shall prevent or interfere
with any recapitalization or reorganization of the Company or its
merger or consolidation with any other corporation. In any such
case, the recapitalized, reorganized, merged or consolidated company
shall assume the obligations of the Company under this Plan or such
modification hereof as, in the judgment of the Board of Directors,
shall be necessary to adapt it to the changed situation and shall
provide substantially equivalent benefits to each Participant.
F) Engaging in Competition with Company. If a Participant terminates
his or her employment with the Company for any reason whatsoever,
and within eighteen (18) months after the date thereof accepts
employment with any competitor of, or otherwise engages in
competition with, the Company, the Committee, in its sole
discretion, may require such Participant to return, or (if not
received) to forfeit, to the Company the dollar amount of any
Performance Award to which the Participant otherwise would be
entitled with respect to the period to date commencing with the date
that is six months prior to the date of the Participant's
termination of employment with the Company or during such other
period as the Committee may determine.
G) Other Company Benefit and Compensation Programs. Payment of a
Performance Award will not be deemed part of a Participant's
regular, recurring compensation for purposes of any termination
indemnity or severance pay law of any country and will 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, unless (i) expressly so
provided by such other plan or arrangement or (ii) the Committee
expressly determines that all or part of the Performance Award
should be included as recurring compensation. No provision of this
Plan may be deemed to prohibit the Company from establishing other
special awards, incentive compensation plans, compensation programs
and other similar arrangements providing for the payment of
performance, incentive or other compensation to employees. Payments
and benefits provided to any employee under any other plan,
including, without limitation, any stock option, stock award,
restricted stock, deferred compensation, savings, retirement or
other benefit plan or arrangement, will be governed solely by the
terms of such other plan.
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H) Grant Agreement. As a condition to receiving a Grant, a Participant
shall enter into a Grant Agreement with the Company in a form
specified by the Committee, agreeing to the terms and conditions of
the Grant and such related matters as the Committee shall, in its
sole discretion, determine.
I) Severability. If any provision of this Plan shall be held to be
invalid or unenforceable for any reason, such invalidity or
unenforceability shall not affect the remaining provisions of this
Plan.
J) Governing Law. The Plan shall be governed by and construed in
accordance with the laws of the State of Ohio.
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