{"id":40255,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/performance-recognition-plan-the-goodyear-tire-amp-amp-rubber.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"performance-recognition-plan-the-goodyear-tire-amp-amp-rubber","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/performance-recognition-plan-the-goodyear-tire-amp-amp-rubber.html","title":{"rendered":"Performance Recognition Plan &#8211; The Goodyear Tire &#038; Rubber Co."},"content":{"rendered":"<pre>                          PERFORMANCE RECOGNITION PLAN\n\n                                       OF\n\n                       THE GOODYEAR TIRE &amp; RUBBER COMPANY\n\n                            EFFECTIVE JANUARY 1, 2001\n\n                         (HEREINAFTER CALLED THE \"PLAN\")\n\n\nI.       PURPOSE AND POLICY\n\n               It is the declared policy of the Board of Directors of The\nGoodyear Tire &amp; Rubber Company, in order to provide incentive for extra effort,\nthat key personnel of the Company shall be compensated in addition to their\nfixed compensation by participation in a performance recognition plan. Such key\npersonnel shall be selected, as hereinafter provided, from the elected officers\nand other key employees of the Company.\n\n               The Plan is designed to reinforce Participant effort and\nresponsibility towards achieving the total Company business objectives, the\nobjectives of specific business units and objectives established for individual\nParticipants. Awards to Participants provided under this Plan will vary to the\nextent these goals and objectives are attained. The basic intent is to tie\nAwards directly to results that reflect Company growth and success achieved\nthrough customer satisfaction, quality products and enhanced shareholder value.\n\n               The Plan shall be subject to discontinuance, or amendment by the\nBoard of Directors, at any time.\n\nII.      DEFINITIONS\n\n               For purposes of the Plan, the following terms shall have the\nfollowing meanings:\n\n         A) Award. Cash payments approved by the Committee and made pursuant to\nthe objectives established pursuant to the Plan in respect of any Plan Year.\n\n         B) Company. The Goodyear Tire &amp; Rubber Company or any of its\nsubsidiaries and affiliates.\n\n         C) Participant. With respect to any Plan Year, a salaried employee of\nthe Company who has been selected by the Committee to receive an Award under the\nPlan for such Plan Year subject to the attainment of the established goals and\nobjectives.\n\n\n\n\n\n\n\n\n\n                                    X-10.1-1\n\n   2\n\n\n         (D) Plan Year. Each period of one year beginning January 1 and ending\nDecember 31, commencing January 1, 2001.\n\n         E)  Retirement. Termination of employment at any age with 30 or\nmore years of continuous service with the Company and its subsidiaries or at age\n55 or older with at least 10 years of continuous service with the Company and\nits subsidiaries.\n\nIII.     THE COMMITTEE\n\n             The Plan shall be administered by a Committee, the \"Committee\",\nto be comprised of each member of the Compensation Committee of the Board of\nDirectors of the Company, as such Committee is constituted from time to time,\nthat is neither an employee or an officer of the Company and is not\nparticipating, and has not and will not participate, in the Plan. Action by the\nCommittee pursuant to any provision of the Plan may be taken at any meeting held\nupon not less than five days' notice of its time, place and purpose given to\neach member, at which meeting a quorum of not less than four members is present.\nIf less than a majority of the whole Committee is present, such action must be\nby the unanimous vote of those present, otherwise by a majority vote. The\nminutes of such meeting (signed by its secretary) evidencing such action, shall\nconstitute authority for Goodyear to proceed in accordance therewith.\n\nIV.      TARGET BONUS\n\n             Each Participant in a Plan Year is granted a target bonus with\nrespect to such Plan Year which is subject to adjustment between zero percent\nand such amount as the Committee may determine, depending upon the extent to\nwhich the business goal or goals established for the Participant for such Plan\nYear are achieved.\n\nV.       SELECTION OF PARTICIPANTS\n\n         A)  With respect to each Plan Year, after consultation with the\nChief Executive Officer of the Company (or, if he be unavailable, with the next\nranking officer of the Company who may be available), the Committee shall\ndetermine the Participants and establish their respective target bonuses for\nsuch Plan Year. The Committee shall also review and approve the goals\nestablished for the Participants for such Plan Year. As to such determination,\nthe Committee may rely, to the extent it deems available, upon any information\nand recommendations obtained from the officer so consulted. As soon as\npracticable after the selection of Participants for a Plan Year, the Company\nshall notify them of their participation and target bonuses for such Plan Year.\n\n         B)  A list, certified by the Committee (or by the officers as to\naction pursuant to subparagraph A above), shall evidence the determination of\nthose persons who are\n\n\n                                                                         Page 2\n\n                                    X-10.1-2\n   3\n\nParticipants in the Plan for such Plan Year and their respective target bonuses\nand goals therein.\n\n         C)  With respect to employees who are not officers of Goodyear,\nthe Chairman of the Board of the Company may add such employees as Participants\nin the Plan during a Plan Year and report such additional Participants to the\nCommittee from time to time.\n\n         (D) The Chairman of the Board of the Company may, at his discretion,\nterminate the participation of any associate in the Plan at any time and may\nreduce or eliminate the target bonus granted to any associate for any Plan Year\nat any time prior to the payment of an Award in respect of such grant.\n\nVI.      PAYMENT POOL\n\n             A pool for the payment of Awards will be established equivalent\nto the total of the adjusted target bonus amounts as determined in Section IV\nhereof for all Participants in the plan.\n\nVII.     PAYMENT\n\n             The Committee, at its sole discretion, shall determine if a\npayment from the pool shall be made to Participants in respect of any Plan Year\nnotwithstanding the fact that the established goals and objectives may have been\nachieved. If the Committee determines that there will be a payment in respect of\na Plan Year, payment of Awards due Participants with respect to the Plan will be\nmade after the close of such Plan Year once the achievement of the performance\ngoals have been determined for funding the pool. All Awards are contingent upon\nthe achievement of the stated performance goals for the Plan Year and a\ndetermination by the Committee that a payment shall be distributed to\nParticipants in respect of such Plan Year. The amount of individual Awards will\nbe based upon individual performance as assessed under the performance\nmanagement program. All Awards shall be in cash except to the extent converted\ninto deferred stock unit awards as provided in Section VIII hereof. There shall\nbe deducted from each Award under the Plan the amount of any tax required by\ngovernmental authority to be withheld and paid over by the Company to such\ngovernment for the account of a Participant entitled to an Award.\n\nVIII.    DEFERRAL OF PAYMENT\n\n             The Committee, in its sole discretion, may allow certain\nParticipants in the Plan to convert all or a portion of their Award into\ndeferred stock units granted under the 1997 Performance Incentive Plan of the\nCompany. If permitted by the Committee, such Participants may elect to convert\n25%, 50%, 75% or 100% of their Award into the deferred stock unit account for a\nperiod of three years. The amount of the Award that\n\n\n\n\n\n\n                                                                        Page 3\n\n\n                                    X-10.1-3\n   4\n\nwould be converted into the deferred stock unit account will be increased by\n20%. The number of units deferred will be determined by dividing the amount of\nthe deferral by the Fair Market Value of the common stock of the Company on the\ndate the payout is approved by the Committee. The Committee may authorize\ndividend equivalents at the same rate as the quarterly dividends on the\nCompany's common stock, to be reinvested in the deferral account each quarter at\nthe time the Company pays its dividends. After December 31 of the calendar year\nfollowing three years from the end of the Plan Year the deferred stock unit\naccounts will be converted to shares of the Company's common stock and issued to\nthe Participant less amounts withheld to satisfy any tax withholding\nrequirements.\n\nIX.      CHANGE IN PARTICIPANT'S STATUS\n\n         A)  Any Participant who is not an employee of the Company on\nDecember 31 of a Plan Year forfeits his or her participation for such Plan Year\nunless employment termination was due to the employee's death or Retirement.\n\n         B)  Any Participant whose employment terminates due to Retirement \nshall have their target bonus prorated for the Plan Year during which the\nassociate's last day worked occurred. Such pro rata target bonus is calculated\nby multiplying the percentage of days actually worked of the year (ie, number of\ndays worked divided by 365) by the target bonus. Notwithstanding the above, a\nParticipant who, after Retirement, enters into a relationship either as an\nemployee, consultant, agent or in any manner whatsoever with an entity that\nsells products in competition with products sold by the Company and its\nsubsidiaries, forfeits the right to receive a distribution under this Plan in\nrespect of such Plan Year. In the event such Participant enters into such a\nrelationship with a competitor within six months from a distribution under this\nPlan during such Plan Year, the Participant agrees to refund to The Goodyear\nTire &amp; Rubber Company any such distribution the Participant had received.\n\n         C)  Any Participant whose employment status changes during a Plan\nYear due to layoff, leave of absence or disability shall have their target bonus\nprorated, subject to the adjustment as provided for in Section IV hereof. Such\npro rata target bonus is calculated by multiplying the percentage of days\nactually worked during the Plan Year (ie, number of days worked divided by 365)\nby the target bonus for such Plan Year.\n\n         D)  A Participant whose employment terminates during a Plan Year\ndue to death shall have their target bonus for such Plan Year prorated and the\nprorated target bonus shall not be adjusted under Section IV hereof. Such pro\nrata bonus is based on days actually worked during such Plan Year and calculated\nin the same manner as if the Participant had retired and distribution of the\nbonus shall be made to the participating\n\n\n\n\n\n\n\n                                                                        Page 4\n             \n                                    X-10.1-4\n   5\n\nemployee's executors, administrators, or such other person or persons as shall,\nby specific bequest under the last will and testament of the participating\nemployee, be entitled thereto.\n\nX.       MISCELLANEOUS CONDITIONS\n\n             The Plan and all participation therein shall be subject to the \nfollowing conditions:\n\n         A)  For all purposes of the Plan, termination of a Participant's\nemployment shall be deemed to have occurred whenever he or she is no longer\nemployed by the Company.\n\n         B)  Nothing in the Plan shall obligate the Company with respect to\ntenure of office or duration of employment of any Participant or to provide for\nor continue participation in the Plan by any Participant in the Plan for any\nPlan Year in respect of any subsequent Plan Year.\n\n         C)  All right, title and interest in the Plan shall be personal to\nthe Participant and not subject to voluntary or involuntary alienation,\nhypothecation, assignment or transfer, except that participation is subject to\nforfeiture as provided in Section VII hereof.\n\n         D)  The Committee shall have power finally to interpret any of the\nprovisions of the Plan and to lay down any regulations not inconsistent herewith\nfor its administration.\n\n         E)  Nothing in the Plan shall prevent or interfere with any\nrecapitalization or reorganization of the Company or its merger or consolidation\nwith any corporation. In any such case, the recapitalized, reorganized, merged,\nor consolidated Company shall assume the obligations of the Company under the\nPlan or such modification hereof as, in the judgment of the Board of Directors,\nshall be necessary to adapt it to the changed situation and shall provide\nsubstantially equivalent benefits to the Participants.\n\n         F)  The Company may terminate, suspend, amend, modify or otherwise\nact in respect of the Plan at any time and from time to time.\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                                                       Page 5\n            \n                                    X-10.1-5\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7662],"corporate_contracts_industries":[9459],"corporate_contracts_types":[9539,9546],"class_list":["post-40255","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-goodyear-tire---rubber-co","corporate_contracts_industries-manufacturing__rubber","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40255","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40255"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40255"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40255"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40255"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}