PERFORMANCE RECOGNITION PLAN
OF
THE GOODYEAR TIRE & RUBBER COMPANY
EFFECTIVE JANUARY 1, 2001
(HEREINAFTER CALLED THE "PLAN")
I. PURPOSE AND POLICY
It is the declared policy of the Board of Directors of The
Goodyear Tire & Rubber Company, in order to provide incentive for extra effort,
that key personnel of the Company shall be compensated in addition to their
fixed compensation by participation in a performance recognition plan. Such key
personnel shall be selected, as hereinafter provided, from the elected officers
and other key employees of the Company.
The Plan is designed to reinforce Participant effort and
responsibility towards achieving the total Company business objectives, the
objectives of specific business units and objectives established for individual
Participants. Awards to Participants provided under this Plan will vary to the
extent these goals and objectives are attained. The basic intent is to tie
Awards directly to results that reflect Company growth and success achieved
through customer satisfaction, quality products and enhanced shareholder value.
The Plan shall be subject to discontinuance, or amendment by the
Board of Directors, at any time.
II. DEFINITIONS
For purposes of the Plan, the following terms shall have the
following meanings:
A) Award. Cash payments approved by the Committee and made pursuant to
the objectives established pursuant to the Plan in respect of any Plan Year.
B) Company. The Goodyear Tire & Rubber Company or any of its
subsidiaries and affiliates.
C) Participant. With respect to any Plan Year, a salaried employee of
the Company who has been selected by the Committee to receive an Award under the
Plan for such Plan Year subject to the attainment of the established goals and
objectives.
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(D) Plan Year. Each period of one year beginning January 1 and ending
December 31, commencing January 1, 2001.
E) Retirement. Termination of employment at any age with 30 or
more years of continuous service with the Company and its subsidiaries or at age
55 or older with at least 10 years of continuous service with the Company and
its subsidiaries.
III. THE COMMITTEE
The Plan shall be administered by a Committee, the "Committee",
to be comprised of each member of the Compensation Committee of the Board of
Directors of the Company, as such Committee is constituted from time to time,
that is neither an employee or an officer of the Company and is not
participating, and has not and will not participate, in the Plan. Action by the
Committee pursuant to any provision of the Plan may be taken at any meeting held
upon not less than five days' notice of its time, place and purpose given to
each member, at which meeting a quorum of not less than four members is present.
If less than a majority of the whole Committee is present, such action must be
by the unanimous vote of those present, otherwise by a majority vote. The
minutes of such meeting (signed by its secretary) evidencing such action, shall
constitute authority for Goodyear to proceed in accordance therewith.
IV. TARGET BONUS
Each Participant in a Plan Year is granted a target bonus with
respect to such Plan Year which is subject to adjustment between zero percent
and such amount as the Committee may determine, depending upon the extent to
which the business goal or goals established for the Participant for such Plan
Year are achieved.
V. SELECTION OF PARTICIPANTS
A) With respect to each Plan Year, after consultation with the
Chief Executive Officer of the Company (or, if he be unavailable, with the next
ranking officer of the Company who may be available), the Committee shall
determine the Participants and establish their respective target bonuses for
such Plan Year. The Committee shall also review and approve the goals
established for the Participants for such Plan Year. As to such determination,
the Committee may rely, to the extent it deems available, upon any information
and recommendations obtained from the officer so consulted. As soon as
practicable after the selection of Participants for a Plan Year, the Company
shall notify them of their participation and target bonuses for such Plan Year.
B) A list, certified by the Committee (or by the officers as to
action pursuant to subparagraph A above), shall evidence the determination of
those persons who are
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Participants in the Plan for such Plan Year and their respective target bonuses
and goals therein.
C) With respect to employees who are not officers of Goodyear,
the Chairman of the Board of the Company may add such employees as Participants
in the Plan during a Plan Year and report such additional Participants to the
Committee from time to time.
(D) The Chairman of the Board of the Company may, at his discretion,
terminate the participation of any associate in the Plan at any time and may
reduce or eliminate the target bonus granted to any associate for any Plan Year
at any time prior to the payment of an Award in respect of such grant.
VI. PAYMENT POOL
A pool for the payment of Awards will be established equivalent
to the total of the adjusted target bonus amounts as determined in Section IV
hereof for all Participants in the plan.
VII. PAYMENT
The Committee, at its sole discretion, shall determine if a
payment from the pool shall be made to Participants in respect of any Plan Year
notwithstanding the fact that the established goals and objectives may have been
achieved. If the Committee determines that there will be a payment in respect of
a Plan Year, payment of Awards due Participants with respect to the Plan will be
made after the close of such Plan Year once the achievement of the performance
goals have been determined for funding the pool. All Awards are contingent upon
the achievement of the stated performance goals for the Plan Year and a
determination by the Committee that a payment shall be distributed to
Participants in respect of such Plan Year. The amount of individual Awards will
be based upon individual performance as assessed under the performance
management program. All Awards shall be in cash except to the extent converted
into deferred stock unit awards as provided in Section VIII hereof. There shall
be deducted from each Award under the Plan the amount of any tax required by
governmental authority to be withheld and paid over by the Company to such
government for the account of a Participant entitled to an Award.
VIII. DEFERRAL OF PAYMENT
The Committee, in its sole discretion, may allow certain
Participants in the Plan to convert all or a portion of their Award into
deferred stock units granted under the 1997 Performance Incentive Plan of the
Company. If permitted by the Committee, such Participants may elect to convert
25%, 50%, 75% or 100% of their Award into the deferred stock unit account for a
period of three years. The amount of the Award that
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would be converted into the deferred stock unit account will be increased by
20%. The number of units deferred will be determined by dividing the amount of
the deferral by the Fair Market Value of the common stock of the Company on the
date the payout is approved by the Committee. The Committee may authorize
dividend equivalents at the same rate as the quarterly dividends on the
Company's common stock, to be reinvested in the deferral account each quarter at
the time the Company pays its dividends. After December 31 of the calendar year
following three years from the end of the Plan Year the deferred stock unit
accounts will be converted to shares of the Company's common stock and issued to
the Participant less amounts withheld to satisfy any tax withholding
requirements.
IX. CHANGE IN PARTICIPANT'S STATUS
A) Any Participant who is not an employee of the Company on
December 31 of a Plan Year forfeits his or her participation for such Plan Year
unless employment termination was due to the employee's death or Retirement.
B) Any Participant whose employment terminates due to Retirement
shall have their target bonus prorated for the Plan Year during which the
associate's last day worked occurred. Such pro rata target bonus is calculated
by multiplying the percentage of days actually worked of the year (ie, number of
days worked divided by 365) by the target bonus. Notwithstanding the above, a
Participant who, after Retirement, enters into a relationship either as an
employee, consultant, agent or in any manner whatsoever with an entity that
sells products in competition with products sold by the Company and its
subsidiaries, forfeits the right to receive a distribution under this Plan in
respect of such Plan Year. In the event such Participant enters into such a
relationship with a competitor within six months from a distribution under this
Plan during such Plan Year, the Participant agrees to refund to The Goodyear
Tire & Rubber Company any such distribution the Participant had received.
C) Any Participant whose employment status changes during a Plan
Year due to layoff, leave of absence or disability shall have their target bonus
prorated, subject to the adjustment as provided for in Section IV hereof. Such
pro rata target bonus is calculated by multiplying the percentage of days
actually worked during the Plan Year (ie, number of days worked divided by 365)
by the target bonus for such Plan Year.
D) A Participant whose employment terminates during a Plan Year
due to death shall have their target bonus for such Plan Year prorated and the
prorated target bonus shall not be adjusted under Section IV hereof. Such pro
rata bonus is based on days actually worked during such Plan Year and calculated
in the same manner as if the Participant had retired and distribution of the
bonus shall be made to the participating
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employee's executors, administrators, or such other person or persons as shall,
by specific bequest under the last will and testament of the participating
employee, be entitled thereto.
X. MISCELLANEOUS CONDITIONS
The Plan and all participation therein shall be subject to the
following conditions:
A) For all purposes of the Plan, termination of a Participant's
employment shall be deemed to have occurred whenever he or she is no longer
employed by the Company.
B) Nothing in the Plan shall obligate the Company with respect to
tenure of office or duration of employment of any Participant or to provide for
or continue participation in the Plan by any Participant in the Plan for any
Plan Year in respect of any subsequent Plan Year.
C) All right, title and interest in the Plan shall be personal to
the Participant and not subject to voluntary or involuntary alienation,
hypothecation, assignment or transfer, except that participation is subject to
forfeiture as provided in Section VII hereof.
D) The Committee shall have power finally to interpret any of the
provisions of the Plan and to lay down any regulations not inconsistent herewith
for its administration.
E) Nothing in the Plan shall prevent or interfere with any
recapitalization or reorganization of the Company or its merger or consolidation
with any corporation. In any such case, the recapitalized, reorganized, merged,
or consolidated Company shall assume the obligations of the Company under the
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 the Participants.
F) The Company may terminate, suspend, amend, modify or otherwise
act in respect of the Plan at any time and from time to time.
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Performance Recognition Plan - The Goodyear Tire & Rubber Co.
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