EXHIBIT 10.2
AMENDMENT NO. 2 TO
SHAREHOLDERS AGREEMENT FOR THE EUROPE JVC
This Amendment No. 2 to the Shareholders Agreement for the Europe JVC dated as
of June 14, 1999 ("EUROPE SHAREHOLDERS AGREEMENT") is dated as of July 15, 2004
("AMENDMENT NO. 2") and is by and between The Goodyear Tire & Rubber Company, a
company organized and existing under the laws of the State of Ohio of The United
States of America ("GOODYEAR"), Goodyear S.A., a company organized and existing
under the laws of the Republic of France, Goodyear S.A., a company organized and
existing under the laws of the Grand Duchy of Luxembourg, Goodyear Canada Inc.,
a company organized and existing under the laws of the Province of Ontario of
Canada and Sumitomo Rubber Industries, Ltd., a company organized and existing
under the laws of Japan ("SRI").
WITNESSETH:
WHEREAS, SRI and Goodyear have agreed, pursuant to the terms of an
agreement dated March 3, 2003 (the "AGREEMENT"), to make certain amendments to
the Alliance Agreements.
WHEREAS, in accordance with the terms of the Agreement, the Parties
desire to amend certain provisions of the Europe Shareholders Agreement.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. MATERIAL COURT PROCEEDINGS
The Parties hereby amend Article III of the Europe Shareholders
Agreement by inserting a new Article 3.6A (immediately after Article
3.6) in the following terms:
"3.6A Material Court Proceedings. Without prejudice to any of the other
provisions of this Shareholders Agreement, the Company shall not take
any material court proceedings unless the Company has consulted SRI in
good time before taking such action. The Board of Directors of the
Company shall ensure that each Person to whom the powers of the Board
are granted, delegated or otherwise conferred in accordance with this
Shareholders Agreement (including, without limitation, Articles 4.12,
4.13, 4.14, 4.17, 4.19, and 4.22 hereof) is made aware of and
instructed to act in a manner consistent with the provisions of this
Article 3.6A."
2. TARGET MARKET SHARES
The Parties hereby amend Article 9.6 of the Europe Shareholders
Agreement so as to delete the current text thereof and restate such
Article as follows:
"9.6 Brand Policies. The Europe JVC will promote the market profile of
both the Goodyear European Trademarks and the SRI European Trademarks.
The Europe JVC will seek to maintain and enlarge the sales of tires
under the Goodyear European Trademarks and of tires sold under the SRI
European Trademarks in both the OEM market and in the replacement
market.
The target market shares for sales penetration of Dunlop-branded
passenger car and light truck tires sold by the Europe JVC to
automotive OEMs in the European Territory are as follows:
(a) in 2006, at least 15.30%; and
(b) in any period of five consecutive calendar years commencing
January 1, 2007, at least 15.30%,
and for purposes of this Article 9.6 OEM sales shall be defined by the
European Rubber Manufacturers Council, as adjusted by information from
third party sources as the Parties may from time to time agree.
The target market shares for sales penetration for Dunlop-branded
passenger car and light truck tires sold by the Europe JVC in the
replacement market in the European Territory are as follows:
(a) in 2006, at least 7.50%; and
(b) in any period of five consecutive calendar years commencing
January 1, 2007, at least 7.50%,
and for the purposes of this Article 9.6 replacement sales shall be
defined by the European Rubber Manufacturers Council, as adjusted by
information from third party sources as the Parties may from time to
time agree.
The Parties confirm that the failure to attain any of the target market
shares in this Article 9.6 shall not constitute a breach of or be the
basis for any penalty under any of the Alliance Agreements."
3. AMENDMENT OF NON-COMPETE PROVISIONS
The Parties hereby amend Article 9.9(i) of the Europe Shareholders
Agreement so as to delete the final sentence thereof (beginning "For
the avoidance of doubt" and ending "by either of those companies") and
to insert in its place the following:
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"The Parties confirm that, subject to Article XII of the Umbrella
Agreement, the restrictions in this Article 9.9 shall not affect the
sale by SRI or any of its Affiliates of tires under the "Ohtsu" or
"Falken" trademarks, or the sale by Sumitomo Corporation of tires under
the "Sumitomo" trademark or any other trademark owned or held by
Sumitomo Corporation".
4. GENERAL
4.1 The Parties hereby amend the Europe Shareholders Agreement to
give effect to the provisions of this Amendment No. 2 but in
all other respects the other terms and conditions of the
Europe Shareholders Agreement shall continue without change.
4.2 The Parties hereby acknowledge that expressions used in this
Amendment No. 2 will have the same meanings as are ascribed
thereto in the Europe Shareholders Agreement unless otherwise
specifically defined herein.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 2
to the Europe Shareholders Agreement to be duly executed as of July 15, 2004.
THE GOODYEAR TIRE & RUBBER COMPANY
By: /s/ J. M. Gingo
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J. M Gingo
Title: Executive Vice President
Quality Systems and
Chief Technical Officer
Attest: /s/ Anthony E. Miller
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Anthony E. Miller
Title: Assistant Secretary
GOODYEAR S.A.,
a French corporation
By: /s/ Philippe P. Degeer
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Philippe P. Degeer
Title: Chairman of the Board
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GOODYEAR S.A.,
a Luxembourg corporation
By: /s/ Michael J. Roney
-----------------------------------------------
Michael J. Roney
Title: President of the Board of Directors
By: /s/ Hermann Lange
-----------------------------------------------
Hermann Lange
Title: Finance Director
GOODYEAR CANADA INC.
By: /s/ J. S. Coulter
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J. S. Coulter
Title: President
By: /s/ R. M. Hunter
-----------------------------------------------
R. M. Hunter
Title: Assistant Secretary
SUMITOMO RUBBER INDUSTRIES, LTD.
By: /s/ Ryochi Sawada
-----------------------------------------------
Ryochi Sawada
Title: Representative Director and
Executive Director
Attest: /s/ Makoto Teshima
-------------------------------------------
Makoto Teshima
Title: General Manager, Legal Department
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