Non-Qualified Stock Option with tandem Stock Appreciation Right
Grant Agreement
10. All rights conferred upon you under the provisions of this Grant Agreement are personal and, except under
the provisions of paragraph 9 of this Grant Agreement, no assignee, transferee or other successor in interest shall acquire any rights or interests whatsoever under this Grant Agreement, which is made exclusively for the benefit of you and the
Company.
11. Any notice to you under this Grant Agreement shall be sufficient if in writing and if delivered to you or mailed to you at the address on
record in the Executive Compensation Department. Any notice to the Company under this Grant Agreement shall be sufficient if in writing and if delivered to the Executive Compensation Department of the Company in Akron, Ohio, or mailed by registered
mail directed to the Company for the attention of the Executive Compensation Department at 200 Innovation Way, Akron, Ohio 44316-0001. Either you or the Company may, by written notice, change the address. This Grant Agreement shall be construed and
shall take effect in accordance with the laws of the State of Ohio.
12. Each Non-Qualified Stock Option and/or
SAR may be exercised only at the times and to the extent, and is subject to all of the terms and conditions, set forth in this Grant Agreement, and in the Plan, including any rule or regulation adopted by the Committee.
13. Your purchase of shares of Common Stock pursuant to the Non-Qualified Stock Options shall automatically reduce by
a like number the shares of Common Stock subject to the SARs and, conversely, your exercise of any SARs shall automatically reduce by a like number the shares of Common Stock available for purchase by you under the
Non-Qualified Stock Options.
14. In agreeing to accept this grant, you clearly acknowledge that The Goodyear
Tire & Rubber Company assumes no responsibility for any regulatory or tax consequences that arise from either the grant or exercise of the Non-Qualified Stock Options or the SARs, whether under U.S.
or foreign law, rules, regulations or treaties.
15. Prior to the exercise of a Non-Qualified Stock Option or SAR,
written notice must be given to the Company of your intent to exercise. The Company will then advise you whether or not you may exercise a Non-Qualified Stock Option or SAR and upon receiving such advice you
may then exercise the Non-Qualified Stock Option or the SAR.
16. In order to administer the Plan, the Company may
process personal data about you. Such data includes, but is not limited to, the information provided in this Grant Agreement and any changes thereto, other appropriate personal and financial data about you such as home and business addresses and
other contact information, and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this Grant Agreement, you give explicit consent to the Company to process any such
personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, if you are not a U.S. resident, to the United States, to transferees that shall include
the Company and other persons who are designated by the Company to administer the Plan.
17. By accepting this Grant Agreement, you acknowledge that a
copy of the Plan, the Prospectus, and the Companys most recent Annual Report and Proxy Statement (the Prospectus Information) either have been received by or provided to you, and you consent to receiving the Prospectus Information
electronically, or, in the alternative, agree to contact the Executive Compensation Department of the Company to request a paper copy of the Prospectus Information at no charge. You also represent that you are familiar with the terms and provisions
of the Prospectus Information and hereby accept this Grant Agreement on the terms and subject to the conditions set forth herein and in the Plan.