{"id":40234,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/outside-directors-equity-participation-plan-goodyear-tire.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"outside-directors-equity-participation-plan-goodyear-tire","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/outside-directors-equity-participation-plan-goodyear-tire.html","title":{"rendered":"Outside Directors’ Equity Participation Plan – Goodyear Tire & Rubber Co."},"content":{"rendered":"

THE GOODYEAR TIRE & RUBBER COMPANY
\nOUTSIDE DIRECTORS153 EQUITY PARTICIPATION PLAN
\n(As Adopted February 2, 1996 and last Amended as of October 1, 2010)<\/strong>\n<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

1.<\/p>\n<\/td>\n

<\/td>\n\n

Purpose<\/u>. The purpose of the Plan is to enable The Goodyear Tire &
\nRubber Company (the “Company”) to (a) attract and retain outstanding individuals
\nto serve as non-employee directors of the Company, (b) further align the
\ninterests of non-employee directors with the interests of the other shareholders
\nof the Company by making the amount of the compensation of non-employee
\ndirectors dependent in part on the value and appreciation over time of the
\nCommon Stock of the Company, and (c) permit each non-employee director to defer
\nreceipt of all or a portion of his or her annual retainer until after retirement
\nfrom the Board of Directors of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

2.<\/p>\n<\/td>\n

<\/td>\n\n

Definitions<\/u>. As used in the Plan, the following words and phrases
\nshall have the meanings specified below:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Account<\/u>” means any of, and “Accounts<\/u>” means all of, the Equity
\nParticipation Accounts and the Retainer Deferral Accounts maintained in the
\nrecords of the Company for Participants.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Accrual<\/u>” means any dollar amount credited to an Account, including
\nSpecial Accruals, Quarterly Accruals, Retainer Deferral Accruals, Dividend
\nEquivalents and Interest Equivalents.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Beneficiary<\/u>” means the person or persons designated by a Participant
\npursuant to Section 12.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Board<\/u>” means the Board of Directors of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Committee<\/u>” means the Compensation Committee of the Board.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Common Stock<\/u>” means the Common Stock, without par value, of the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Conversion Date<\/u>” means, with respect to each Account of each Retired
\nOutside Director, the later of (i) the first business day of the seventh month
\nfollowing the month during which such Retired Outside Director terminated his or
\nher service as a member of the Board, or (ii) the fifth business day of the
\ncalendar year following the calendar year during which such Retired Outside
\nDirector terminated his or her service as a member of the Board. For all
\nbalances that are earned and vested after December 31, 2004, the term
\n“termination of service” means a separation from service as defined in Section
\n409A of the Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Dividend Equivalent<\/u>” means, with respect to each dividend payment
\ndate for the Common Stock, an amount equal to the cash dividend per share of
\nCommon Stock which is payable on such dividend payment date.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

“Equity Grant Amount” means from October 1, 2008 through September 30, 2010,
\n$23,750; and for service on or after October 1, 2010, $27,500.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Equity Participation Account<\/u>” means a bookkeeping account maintained
\nby the Company for a Participant to which Quarterly Accruals and Dividend
\nEquivalents are credited in respect of Outside Directors through the Conversion
\nDate (and, with respect to each Outside Director serving as a Director on
\nFebruary 2, 1996, a Special Accrual will be credited) and Interest Equivalents
\nare credited on Dollar denominated amounts subsequent to the Conversion Date,
\nwhich Account shall be denominated in Units until the Conversion Date and,
\nthereafter, for Units granted prior to January 1, 2009 shall be denominated in
\ndollars and for Units granted after December 31, 2008 (for service on or after
\nOctober 1, 2008) shall be denominated in shares of Common Stock except any
\nremaining fractional Unit shall be denominated in Dollars.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Fair Market Value of Common Stock<\/u>” means, in respect of any date on
\nor as of which a determination thereof is being or to be made, the closing
\nmarket price of the Common Stock reported on the New York Stock Exchange
\nComposite Transactions Tape on such date, or, if the Common Stock was not traded
\non such date, on the next preceding day on which sales of shares of the Common
\nStock were reported on the New York Stock Exchange Composite Transactions tape.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Interest Equivalent<\/u>” has the meaning assigned in Section 11(C).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Outside Director<\/u>” means and includes each person who, at the time any
\ndetermination thereof is being made, is a member of the Board and who is not and
\nnever has been an employee of the Company or any subsidiary or affiliate of the
\nCompany.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Participant<\/u>” means and includes, at the time any determination
\nthereof is being made, each Outside Director and each Retired Outside Director
\nwho has a balance in his or her Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Restricted Stock Unit<\/u>” means the Units issued pursuant to a
\nRestricted Stock Grant under Section 8 of the Company153s 2008 Performance Plan,
\nor any successor equity compensation plan, so long as such Units remains subject
\nto the restrictions and conditions specified in this Plan pursuant to which such
\nRestricted Stock Grant is made.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Retainer<\/u>” means with respect to each Outside Director the retainer
\nfee payable to such Outside Director by the Company, plus all meeting attendance
\nfees payable by the Company to such Outside Director, in respect of a calendar
\nquarter.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Retainer Deferral Account<\/u>” means a bookkeeping account maintained by
\nthe Company for a Participant to which Retainer Accruals and Dividend
\nEquivalents are credited through the Conversion Date and Interest Equivalents on
\nDollar denominated amounts are credited subsequent to the Conversion Date, which\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Account shall be denominated in Units until the Conversion Date and,
\nthereafter, for Units created prior to January 1, 2011 shall be denominated in
\ndollars and for Units created after December 31, 2010 shall be denominated in
\nshares of Common Stock except any remaining fractional Unit shall be denominated
\nin Dollars.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Retired Outside Director<\/u>” means an Outside Director who has
\nterminated his or her service as a member of the Board and is entitled to
\nreceive distributions in respect of his or her Account or Accounts as provided
\nin Section 10.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Plan<\/u>” means The Goodyear Tire & Rubber Company Outside Directors153
\nEquity Participation Plan, the provisions of which are set forth herein.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Quarterly Accrual<\/u>” has the meaning assigned in Section 7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Retainer Deferral Accrual<\/u>” has the meaning assigned in Section 8.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Special Accrual<\/u>” has the meaning assigned in Section 7.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Unit<\/u>” means an equivalent to a hypothetical share of Common Stock
\nwhich is the denomination into which all dollar Accruals (other than Interest
\nEquivalents) to any Account are to be translated. Upon the Accrual of any dollar
\namount to any Account on or prior to the Conversion Date thereof, such dollar
\namount shall be translated into Units by dividing the dollar amount of such
\nAccrual by the Fair Market Value of the Common Stock on the day on or as of
\nwhich such Accrual to the Account is made or, if not made on a day on which the
\nNew York Stock Exchange is open for trading, on the trading day next following
\nthe date of the Accrual. Additionally, each Restricted Stock Unit granted is
\nequal to one Unit. Units, and the translation thereof from dollars, shall be
\ncalculated and recorded in the Accounts rounded to the fourth decimal place.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

“Year of Service<\/u>” means, with respect to each Outside Director, the
\ntwelve month period commencing with the date of the individuals153 election as an
\nOutside Director or any anniversary thereof.<\/p>\n<\/td>\n<\/tr>\n

\n

3.<\/p>\n<\/td>\n

<\/td>\n\n

Effective Date<\/u>. The Plan is adopted on, and is effective on and after,
\nFebruary 2, 1996.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

4.<\/p>\n<\/td>\n

<\/td>\n\n

Eligibility<\/u>. Each person who serves as an Outside Director at any time
\nsubsequent to February 1, 1996 is eligible to participate in the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

5.<\/p>\n<\/td>\n

<\/td>\n\n

Administration<\/u>. Except with respect to matters expressly reserved for
\naction by the Board pursuant to the provisions of the Plan, the Plan shall be
\nadministered by the Committee, which shall have the exclusive authority except
\nas aforesaid to take any action necessary or appropriate for the proper
\nadministration of the Plan, including the full power and authority to interpret
\nthe Plan and to adopt such rules, regulations and procedures consistent with the
\nterms of the Plan as the Committee deems necessary or appropriate. The
\nCommittee153s interpretation of the Plan, and all actions taken within the scope
\nof its authority, shall be final and binding on the Company and the
\nParticipants.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

6.<\/p>\n<\/td>\n

<\/td>\n\n

Equity Participation Accounts<\/u>. There shall be established and
\nmaintained by the Company an Equity Participation Account with respect to each
\nOutside Director to which Accruals or Grants of Restricted Stock Units shall be
\nmade from time to time in accordance with the provisions of the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

7.<\/p>\n<\/td>\n

<\/td>\n\n

(A) Quarterly Accruals<\/u>. On the first day of each calendar quarter,
\ncommencing April 1, 2007 and ending on October 1, 2008 for service through
\nSeptember 30, 2008, the Company shall credit $23,750 ($20,000 in respect of each
\nquarter during the period beginning July 1, 2005 and ended on December 31, 2006,
\n$17,500 in respect of each quarter during the period beginning July 1, 2004 and
\nended on June 30, 2005, $7,500 in respect of each quarter during the period
\nbeginning January 1, 2003 and ended on June 30, 2004, $2,500 in respect of each
\nquarter during the period beginning July 1, 1998 and ended on December 31, 2002
\nand $2,000 in respect of each quarter during the period beginning April 1, 1996
\nand ended on June 30, 1998) to the Equity Participation Account of each Outside
\nDirector who is then a member of the Board of Directors and served as a member
\nof the Board for the entire calendar quarter ended immediately prior to such day
\n(each a “Quarterly Accrual”).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(B) (1) Special Accruals<\/u>. The Company shall credit to the Equity
\nParticipation Account of each Outside Director who was an Outside Director on
\nJanuary 1, 2007, a $3,750 accrual as of April 2, 2007.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(B) (2) Special Accruals<\/u>. On April 13, 2004, the Company shall credit
\nto the Equity Participation Account of each Outside Director eligible to receive
\na quarterly accrual as of April 1, 2004, an additional credit in the amount of
\n$20,000.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(B) (3) Special Accruals<\/u>. On February 2, 1996, the Company shall
\ncredit to the Equity Participation Account of each Outside Director then serving
\nas a member of the Board of Directors a special, one-time credit (a “Special
\nAccrual”), the amount of which shall be determined in accordance with the
\nfollowing formula:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

N<\/p>\n<\/p>\n

SP = [FRPA – FQC] \/ 1.01943<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

where,<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

SP is the dollar amount of the Special Accrual in respect of a participating
\nOutside Director at February 2, 1996;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

FRPA is the future value of an annuity at age 70 under the Retirement Plan
\nfor Outside Directors (as provided by Watson Wyatt and based on the UP-1984
\nmortality table) that would be needed to provide a lifetime annuity at age 70
\nassuming the benefit increases 3% per year starting in 1997.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

FQC is the future value of quarterly accruals, calculated on the value at age
\n70 of $1,000 quarterly accruals to the Equity Participation Account of the
\nparticipating Outside Director starting April 1, 1996, assuming a compound
\nannual growth rate of 8%.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

N is the number of quarters until the Outside Director retires having
\nattained age 70.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

(C) Restricted Stock Units Grant<\/u>. Effective for service on or after
\nOctober 1, 2008 to be granted January 1, 2009 and on the first day of each
\nsucceeding calendar quarter, each Outside Director who is then a member of the
\nBoard of Directors and served as a member of the Board for any portion of the
\ncalendar quarter ended immediately prior to such day, will be granted the number
\nof Restricted Stock Units that will be equal to the applicable Equity Grant
\nAmount (or the pro-rata amount based on the number of days of service in the
\nquarter if the Outside Director did not serve the whole quarter) divided by the
\nFair Market Value of Common Stock for such grant date, or if the New York Stock
\nExchange is not open for trading on such date, the grant date shall be the next
\nfollowing trading date. For the last quarterly grant with respect to the last
\nquarter of Board service, any fractional amount of the applicable Equity Grant
\nAmount (or the pro-rata amount based on the number of days of service in the
\nquarter if the Outside Director did not serve the whole quarter) that is not
\nutilized in converting the grant into whole shares of Restricted Stock when
\nadded to any outstanding fractional Restricted Stock Unit shall be paid in cash
\nwhen the shares are distributed pursuant to 10. (C). Effective for grants made
\nin respect of service on or after October 1, 2010, the Restricted Stock Units
\nare further restricted by only ratably vesting over three years, subject to
\naccelerated full vesting upon becoming a Retired Outside Director.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(D) Translation of Accruals into Units<\/u>. Each Accrual (other than
\nInterest Equivalents) to an Equity Participation Account shall be translated
\ninto Units by dividing the dollar amount thereof by the Fair Market Value of the
\nCommon Stock on the day as of which such Accrual is made, or, if the date on or
\nas of which such Accrual is made is not a day on which the New York Stock
\nExchange is open for trading, on the next following trading day. Upon such
\ntranslation of an Accrual into Units, the resulting number of Units shall be
\ncredited to the relevant Equity Participation Account (in lieu of the dollar
\namount of such Accrual) and such Accrual shall continue to be denominated in
\nsuch number of Units until the Conversion Date for such Account, when those
\nUnits derived from Accruals (as compared to Units from Restricted Stock Unit
\nGrants) will be converted into a dollar amount equal to the product of (i) the
\nnumber of Units credited to such Account on such Conversion Date, multiplied by
\n(ii) the Fair Market Value of the Common Stock on such Conversion Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

8.<\/p>\n<\/td>\n

<\/td>\n\n

Retainer Deferral Accounts<\/u>. Each Outside Director may, at his or her
\nsole election, defer receipt of 25%, 50%, 75% or 100% of his or her Retainer
\npayable in respect of and during any calendar year by electing to have such
\namount credited to his or her Retainer Deferral Account (herein referred to as a
\n“Retainer Account Accrual”). Each deferral election, if any, shall be made by an
\nOutside Director annually, must be in respect of an entire calendar year and
\nshall be made not later than, and shall become irrevocable as of, June 30th of
\nthe year prior to the calendar year in respect of which such election is being
\nmade. The dollar amount of each Retainer Account Accrual shall be translated (in
\nthe manner specified in Section 7(D)) into Units on the date such Retainer
\nAccount Accrual is credited to the relevant Retainer Deferral Account, which
\nshall be the day on which the payment of such portion of the Retainer would have
\nbeen made absent the election of the Outside Director to defer the payment of
\nall or a portion thereof. Upon such translation into Units, the resulting number
\nof Units shall be credited to the relevant Retainer Deferral Account (in lieu of
\nthe dollar amount of such Accrual) and such Accrual shall continue to be
\ndenominated in such number of Units until the Conversion Date, when for Units in
\nrespect of deferrals elected<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

prior to January 1, 2011 applicable to plans years through December 31, 2010,
\nthe Units will be converted into a dollar amount equal to the product of (i) the
\nnumber of Units credited to such Retainer Deferral Account on such Conversion
\nDate, multiplied by (ii) the Fair Market Value of the Common Stock of such
\nConversion Date. For Units relating to deferrals effective on or after January
\n1, 2011, each Unit will be converted to a share of Common Stock and all such
\nshares of Common Stock will be delivered on the fifth business day of the
\ncalendar quarter following the quarter of his or her separation from Board
\nservice with any remaining fractional Unit paid in cash at that time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

9.<\/p>\n<\/td>\n

<\/td>\n\n

Dividend Equivalents<\/u>. With respect to each Account and Restricted
\nStock Unit, from time to time through the relevant Conversion Date each Unit in
\nsuch Account and Restricted Stock Unit shall be credited with a Dividend
\nEquivalent at the same time as cash dividends are paid on shares of the Common
\nStock. Dividend Equivalents credited to each Account and Restricted Stock Unit
\nshall be automatically translated into Units or Restricted Stock Units by
\ndividing the dollar amount of such Dividend Equivalents by the Fair Market Value
\nof the Common Stock on the date the relevant Dividend Equivalent is accrued to
\nsuch Account and Restricted Stock Unit. The number of Units or Restricted Stock
\nUnits resulting shall be credited to such Account and Restricted Stock Unit (in
\nlieu of the dollar amount of such Accrual) and such Accrual shall be denominated
\nin Units until the Conversion Date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

10.<\/p>\n<\/td>\n

<\/td>\n\n

Eligibility For Benefits<\/u>. (A) Equity Participation Accounts<\/u>.
\n(1) For all balances that were earned and vested prior to January 1, 2005, each
\nRetired Outside Director shall be entitled to receive the balance of his or her
\nEquity Participation Account in accordance with the provisions of Section 11 of
\nthe Plan, unless the Board of Directors acts to reduce the amount of, or to deny
\nthe payment of, the Equity Participation Account of such Retired Outside
\nDirector; provided<\/u>, however<\/u>, that the Board of Directors shall not
\nhave the authority to reduce the amount of, or to deny the payment of, the
\nEquity Participation Account of any Outside Director who terminates his or her
\nservice on the Board of Directors if (i) prior to such termination of service,
\nthe Retired Outside Director either (x) had five or more years of service and
\nhad attained age 70, or (y) had ten or more years of service and had attained
\nage 65, or (ii) such termination was due to the death of the Outside Director.
\nNotwithstanding the foregoing, the Board may at any time deny the payment of, or
\nreduce the amount of, the Equity Participation Account of any Participant if, in
\nthe opinion of the Board, such Participant was engaged in an act of misconduct
\nor otherwise engaged in conduct contrary to the best interest of the Company.
\n(2) For all balances that are earned or vested after December 31, 2004, each
\nRetired Outside Director shall be entitled to receive the balance of his or her
\nEquity Participation Account in accordance with the provisions of Section 11 of
\nthe Plan for Units that are to be paid in Dollars (Units granted from Accruals
\nprior to January 1, 2009). Notwithstanding the foregoing, the Board may at any
\ntime deny the payment of, or reduce the amount of, the Equity Participation
\nAccount of any Participant if, in the opinion of the Board, such Participant was
\nengaged in an act of misconduct or otherwise engaged in conduct detrimental to
\nthe Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

(B)<\/p>\n<\/td>\n

<\/td>\n\n

Retainer Deferral Accounts<\/u>. Each Retired Outside Director shall be
\nentitled to receive the balance, if any, of his or her Retainer Deferral Account
\nin accordance with the provisions of Section 11 of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

(C)<\/p>\n<\/td>\n

<\/td>\n\n

Restricted Stock Units. Each Outside Director will receive shares of Common
\nStock for their Restricted Stock Units on the fifth business day of the calendar
\nquarter following the quarter of his or her separation from Board service.
\nNotwithstanding the foregoing, the Board may at any time deny the payment of, or
\nreduce the amount of, the Restricted Stock Units of any Participant if, in the
\nopinion of the Board, such Participant was engaged in an act of misconduct or
\notherwise engaged in conduct detrimental to the Company.<\/p>\n<\/td>\n<\/tr>\n

\n

11.<\/p>\n<\/td>\n

<\/td>\n\n

Payment of Accounts<\/u>. (A) All distributions of Equity Participation
\nAccounts and Retainer Deferral Accounts to Participants shall be made in cash or
\nCommon Stock pursuant to the terms of the Accrual, Grant or deferral according
\nto the provisions of the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(B) In the case of each Retired Outside Director, the Units credited to his
\nor her Equity Participation Account and Retainer Deferral Account, respectively,
\nshall, on the Conversion Date for such Retired Outside Director, be converted to
\na dollar denominated amount by multiplying the number of Units that are to be
\npaid in Dollars in each of the Accounts by the Fair Market Value of the Common
\nStock on such Conversion Date and for Units that are to be paid in Common Stock,
\neach Unit is equal to one share.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(C) For all balances that were earned and vested prior to January 1, 2005,
\nfrom and after the Conversion Date until paid, the balance (expressed in
\ndollars) of the Equity Participation Account, and, if any, of the Retainer
\nDeferral Account, of each Retired Outside Director shall be credited monthly
\nuntil paid with “Interest Equivalents”, which shall be equal to one-twelfth
\n(1\/12th) of the product of (x) the dollar balance of such Account, multiplied by
\n(y) the sum (expressed as a decimal to six places) of the rate equivalent to the
\nprevailing annual yield of United States Treasury obligations having a maturity
\nof ten years (or, if not exactly ten years, as close to ten years as possible
\nwithout exceeding ten years) at the Conversion Date, plus one percent (1%).<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(D) (1) For all balances that were earned and vested prior to January 1,
\n2005, the Accounts of each Retired Outside Director will be paid in ten (10)
\nannual installments commencing on the fifth business day following the
\nConversion Date with respect to such Accounts, and thereafter on each
\nanniversary of such Conversion Date; each installment to be in an amount equal
\nto the total dollar balance of such Accounts on the fifth business day prior to
\nthe date such annual installment is due and payable divided by the number of
\ninstallments remaining (including the annual installment then being calculated
\nfor payment) to be paid.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(D) (2) For all balances that are earned or vested after December 31, 2004,
\nthe payment of such balance for Units that are to be paid in Dollars (Units
\ncreated from Accruals prior to January 1, 2009) shall be made in a lump sum
\npayment on the fifth business day following the Conversion Date in respect of
\nsuch Retired Outside Director. For Units relating to deferrals effective on or
\nafter January 1, 2011, each Unit will be converted to a share of Common Stock
\nand all such shares of Common Stock will be delivered on the fifth business day
\nof the calendar quarter following the quarter of his or her separation from
\nBoard service with any remaining fractional Unit paid in cash at that time.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(E) (1) For all balances that were earned and vested prior to January 1,
\n2005, the Committee may, in its sole discretion, elect to pay the Equity
\nParticipation Account or the<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

7<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Retainer Deferral Account, or both, of any Retired Outside Director in a lump
\nsum or in fewer than ten installments. In the event that the Committee shall
\nelect to make a lump sum payment of an Account of any Retired Outside Director
\n(or to make payment thereof in fewer than ten annual installments), the payment
\nof such lump sum shall be made (or such installments shall commence) on the
\nfifth business day following the Conversion Date in respect of such Retired
\nOutside Director.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(F) In the event of the death of an Outside Director, the entire balance of
\nhis or her Accounts shall be eligible for payment which shall be made in a lump
\nsum on the Conversion Date for his or her Accounts.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(G) In the event of the death of a Retired Outside Director, the entire
\nbalance of his or her Accounts(s) shall be paid on the Conversion Date for his
\nor her Accounts (if it has not occurred) or on the next occurring anniversary
\nthereof.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

12.<\/p>\n<\/td>\n

<\/td>\n\n

Designation of Beneficiary<\/u>. A Participant may designate a person or
\npersons (the “Beneficiary”) to receive, after the Participant153s death, any
\nremaining benefits payable under the Plan. Such designation shall be made by the
\nParticipant on a form prescribed by the Committee. The Participant may at any
\ntime change or revise such designation by filing a new form with the Committee.
\nThe person or persons named as beneficiary in the designation of beneficiary
\nform duly completed and filed with the Company bearing the most recent date will
\nbe the Beneficiary. All payments due under the Plan after the death of a
\nParticipant shall be made to his or her Beneficiary, except that (i) if the
\nParticipant does not designate a Beneficiary or the Beneficiary predeceases the
\nParticipant, any remaining benefits payable under the Plan after the
\nParticipant153s death shall be paid to the Participant153s estate, and (ii) if the
\nBeneficiary survives the Participant but dies prior to receiving the benefits
\npayable under the Plan, the benefits under the Plan shall be paid to the
\nBeneficiary153s estate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

13.<\/p>\n<\/td>\n

<\/td>\n\n

Amendment and Termination<\/u>. The Board may at any time, or from time to
\ntime, amend or terminate the Plan; provided, however<\/em>, that no such
\namendment or termination shall reduce Plan benefits which accrued prior to such
\namendment or termination without the prior written consent of each person
\nentitled to receive benefits under the Plan who is adversely affected by such
\naction; and, provided further<\/em>, that the Plan shall not be amended more
\nfrequently than once every six months, other than to comply with changes in the
\nInternal Revenue Code, the Employee Retirement Income Security Act, or the rules
\npromulgated thereunder.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Notwithstanding the foregoing, no termination or amendment of this Plan may
\naccelerate payment of post-2004 benefits to any Participant except under the
\nfollowing conditions:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(1) The Company may terminate and liquidate the Plan within 12 months of a
\ncorporate dissolution taxed under section 331 of the Internal Revenue Code, or
\nwith the approval of a bankruptcy court pursuant to 11 U.S.C. \u00a7503(b)(1)(A),
\nprovided that the amounts deferred under the Plan are included in the
\nParticipants153 gross incomes in the latest of the following years (or, if earlier
\nthe taxable year in which the amount is actually or constructively received):
\n(a) the calendar year in which the Plan termination and liquidation occurs; (b)
\nthe first calendar year in which the amount is no longer subject to a<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

substantial risk of forfeiture; or (c) the first calendar year in which the
\npayment is administratively practicable.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(2) The Company may terminate and liquidate the Plan pursuant to irrevocable
\naction taken by the Board of Directors within the 30 days preceding or the 12
\nmonths following a change in control event (as defined in Treasury Regulation
\n \u00a71.409A-3(i)(5)), provided that this paragraph will only apply to a payment
\nunder a plan if all agreements, methods, programs, and other arrangements
\nsponsored by the Company immediately after the time of the change in control
\nevent with respect to which deferrals of compensation are treated as having been
\ndeferred under a single plan under Treasury Regulation \u00a71.409A-1(c)(2) are
\nterminated and liquidated with respect to each Participant that experienced the
\nchange in control event, so that under the terms of the termination and
\nliquidation all such participants are required to receive all amounts of
\ncompensation deferred under the terminated agreements, methods, programs and
\nother arrangements within 12 months of the date the Company irrevocably takes
\nall necessary action to terminate and liquidate the agreements, methods,
\nprograms, and other arrangements.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

(3) The Company may terminate and liquidate the Plan, provided that (a) the
\ntermination and liquidation does not occur proximate to a downturn in the
\nfinancial health of the Company; (b) the Company terminates and liquidates all
\nagreements, methods, programs, and other arrangements sponsored by the Company
\nthat would be aggregated with any terminated and liquidated agreements, methods,
\nprograms, and other arrangements under Treasury Regulation \u00a71.409-1(c) if any
\nParticipant had deferrals of compensation under all of the agreements, methods,
\nprograms, and other arrangements that are terminated and liquidated; (c) no
\npayments in liquidation of the Plan are made within 12 months of the date the
\nCompany takes all necessary action to irrevocably terminate and liquidate the
\nPlan other than payments that would be payable under the terms of the Plan if
\nthe action to terminate and liquidate the Plan had not occurred; (d) all
\npayments are made within 24 months of the date the Company takes all necessary
\naction to irrevocably terminate and liquidate the Plan; and (e) the Company does
\nnot adopt a new plan that would be aggregated with any terminated and liquidated
\nplan under Treasury Regulation \u00a71.409A-1(c) if the same service provider
\nparticipated in both plans, at any time within three years following the date
\nthe service recipient takes all necessary action to irrevocably terminate and
\nliquidate the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

14.<\/p>\n<\/td>\n

<\/td>\n\n

Plan Unfunded, Rights Unsecured<\/u>. With respect to the Equity
\nParticipation Account and the Retainer Deferral Account, the Plan is unfunded.
\nEach Account under the plan represents only a general contractual conditional
\nobligation of the Company to pay in cash or shares of Common Stock the balance
\nthereof in accordance with the provisions of the Plan. All Restricted Stock
\nUnits or shares of Common Stock granted or payable under the Plan will be made
\nfrom and pursuant to the Company153s 2008 Performance Plan, or any successor
\nequity compensation plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

15.<\/p>\n<\/td>\n

<\/td>\n\n

Assignability<\/u>. All payments under the Plan shall be made only to the
\nParticipant or his or her duly designated Beneficiary (in the event of his or
\nher death). Except pursuant to Section 12 or the laws of descent and
\ndistribution and except as may be required by law, the right to receive payments
\nunder the Plan may not be assigned or transferred by, and are not subject to the
\nclaims of creditors of, any Participant or his or her Beneficiary during his or
\nher lifetime.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

9<\/p>\n

\n

\n\n\n\n\n\n\n\n\n\n\n\n
\n

16.<\/p>\n<\/td>\n

<\/td>\n\n

Change in the Common Stock<\/u>. In the event of any stock dividend, stock
\nsplit, recapitalization, merger, split-up or other change affecting the Common
\nStock of the Company, the Units in each Account shall be adjusted in the same
\nmanner and proportion as the change to the Common Stock.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

17.<\/p>\n<\/td>\n

<\/td>\n\n

Quarterly Statements of Accounts : Valuation<\/u>. Each calendar quarter
\nthe Company will prepare and send to each Participant a statement reporting the
\nstatus of his or her Account or Accounts and Restricted Stock Units as of the
\nclose of business on the last business day of the prior calendar quarter. To the
\nextent an Account is denominated in Units, the value of the Units and Restricted
\nStock Units will be reported at the Fair Market Value of the Common Stock on the
\nrelevant valuation date.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

18.<\/p>\n<\/td>\n

<\/td>\n\n

No Other Rights<\/u>. Neither the establishment of the Plan, nor any action
\ntaken thereunder, shall in any way obligate the Company to nominate an Outside
\nDirector for re-election or continue to retain an Outside Director on the Board
\nor confer upon any Outside Director any other rights in respect of the Company.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

19.<\/p>\n<\/td>\n

<\/td>\n\n

Successors of the Company<\/u>. The Plan shall be binding upon any
\nsuccessor to the Company, whether by merger, acquisition, consolidation or
\notherwise.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

20.<\/p>\n<\/td>\n

<\/td>\n\n

Law Governing<\/u>. The Plan shall be governed by the laws of the State of
\nOhio.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10<\/p>\n

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