exv10w1







Exhibit 10.1




AGREEMENT 




     I, Mark W. Krivoruchka, on my behalf and on behalf of my successors, assigns, heirs,
executors, legal representatives and administrators, who shall be bound hereby, do freely enter
into this Agreement (“the Agreement”) with Cooper Tire & Rubber Company, a Delaware corporation
(“Cooper”), and do hereby agree that my undertakings and obligations as set forth herein shall also
extend to the subsidiaries and affiliates of Cooper, and to all of its officers, directors, agents,
employees, successors, assigns and legal representatives (collectively, the “Company”).



     In consideration for the benefits and compensation set forth herein and on the attached
Exhibit A, a portion of which I acknowledge represents substantial consideration over and above
that to which I would otherwise be entitled under the plans and policies of the Company, I hereby
agree as follows:




	 	1.	 	I shall relinquish my position as Senior Vice President, Global Human Resources and
Communications effective September 25, 2009 (“Relinquishment Date”) and resign from
employment with the Company as of December 31, 2009, subject to the provisions of
Paragraph 11 of the attached Exhibit A (“Resignation Date”). From the Relinquishment
Date through the Resignation Date (the “Continuing Employment Period”), I shall remain an
employee of the Company, but shall have no specific duties, except for certain
transitional services, which Cooper may request and I shall provide, from time to time,
during the Continuing Employment Period, and shall not be required to report to work.
Nothing in this Agreement prevents me from obtaining full-time employment with any other
employer, whether a




 









 






	 	 	 	competitor or not, except, however, I shall
continue to be obligated, pursuant to my duties of loyalty to Cooper and the
agreement, referenced in section 6 of this Agreement, to maintain as confidential
the trade secrets, patents and other proprietary information of the Company. I do
agree, however, that I shall not be entitled to any additional payment for unused
vacation, which amounts have been factored into the length of the Continuing
Employment Period.
	 
	 	2.	 	Except for my blackberry, which may be used until October 25, 2009, and my
Company vehicle, which may be retained pursuant to Paragraph 7 of the attached Exhibit
A, I will deliver to the Company, within five days after the Relinquishment Date, all
items of personal property provided to me by Cooper, plus all papers, documents and
other materials in my possession or under my control, other than those which are
generally available to the public, which relate to the Company’s business, regardless of
the origin of such documents, or whether they contain confidential or proprietary
information.
	 
	 	3.	 	I hereby knowingly and voluntarily release and forever discharge the Company
from all claims, demands, actions and causes of action, damages, costs, payments and
expenses of every kind, nature or description which may exist as of the Effective Date,
whether known or unknown, which I now have or may have had from, upon, or by reason of
any cause whatsoever (“claims”) against the Company, including, but not limited to:
(a) any and all claims arising out of or relating to my employment by or service with
Cooper,




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	 	 	 	my relinquishment of my Company position and my resignation from Cooper;
including, but not limited to all
claims under the Family and Medical Leave Act of 1993, 29 U.S.C. Sec. 2601 et. seq.;
(b) any and all claims of discrimination, including, but not limited to all claims
under the Age Discrimination in Employment Act of 1967, 29 U.S.C. Sec. 621 to 634;
the Civil Rights Act of 1871, 42 U.S.C. Sec. 1981; the Civil Rights Act of 1964, 44
U.S.C. Sec. 2000e, et seq.; the Americans with Disabilities Act, 42 U.S.C.
Sec. 12111, et seq.; the employment laws and regulations of Ohio; and/or any claims
growing out of any legal restrictions on Cooper’s right to terminate its employees;
and (c) any and all claims of wrongful or unjust discharge or breach of any contract
or promise, express or implied. This release shall not extend to any vested rights
which I may have under the qualified retirement plans of the Company in which I was
participating immediately prior to my resignation.
	 
	 	4.	 	I agree (i) not to make any public statement to the media or, directly or
indirectly, provide information of any kind, whether written or non-written, to, or
otherwise collaborate in any way in the taking of any action with, any third party
concerning the Company or any aspect of the Company or take any action, or make any
statements which could reasonably be construed as being contrary to the interest of the
Company, including the Company’s management or its Board of Directors, without first
receiving the written approval of the Chairman of the Board of Directors of the Company,
or (ii)




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	 	 	 	take action or make any statements which could cause the Company any
embarrassment or humiliation or otherwise reflect negatively on the Company or cause the
Company to be held in disrepute; except, however,
in the event I am compelled by legal process to testify or produce documents
relating to the matters specified in this paragraph, I shall be relieved from the
obligations imposed upon me by this paragraph for such testimony, information and/or
documents legally compelled. In the event I am compelled to testify or produce
documents, I shall provide immediate written notice of such fact to the Company,
which notice shall be sent to the attention of the General Counsel, 701 Lima Avenue,
Findlay, Ohio 45840, in order to give the Company a reasonable opportunity to object
to the disclosure of such information or documents or to otherwise seek to limit the
disclosure of such information or documents.
	 
	 	5.	 	Except for any disclosure of this Agreement that is required to be made pursuant to
the federal securities laws, the terms and conditions of this Agreement will remain
confidential and will not be discussed with, or revealed to, any persons except my
family, attorney and financial advisor, and I will not cause this Agreement or any of its
terms to be published or publicized in any manner whatsoever.
	 
	 	6.	 	I agree that this Agreement is not intended to nullify any written agreement that I
previously entered into with the Company to maintain as confidential the trade secrets,
patents and other proprietary information of the Company. I




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	 	 	 	agree that any such agreement shall remain in full force and effect notwithstanding the execution of this Agreement.
	 
	 	7.	 	This Agreement includes a compromise of any and all claims that could be made by me
relating to my employment and/or separation from employment and that the payment provided
is not to be construed as an
admission of liability on the part of the Company, by whom liability is expressly
denied.
	 
	 	8.	 	I acknowledge that I have been advised in writing to consult with an attorney prior
to executing this Agreement.
	 
	 	9.	 	I understand that I have 21 days from September 25, 2009, the date on which I
received this Agreement, to consider the terms of this Agreement, and I acknowledge that
I am not obligated but may execute this Agreement at any time during the 21-day period.
	 
	 	10.	 	This Agreement does not become effective or enforceable until seven days after the
date on which I execute this Agreement (the “Effective Date”). I understand that during
the seven-day period following the execution of this Agreement, I may revoke this
Agreement in its entirety. If the Company, has not received written notice of revocation
directed to Attn: James E. Kline, Vice President and General Counsel, Cooper Tire &
Rubber Company, 701 Lima Avenue, Findlay, Ohio 45840, within the seven-day period, this
Agreement shall be fully enforceable, and the consideration to be paid by the Company
shall then commence.




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	 	11.	 	If any provision of this Agreement is declared invalid or unenforceable, the
remaining portions of the Agreement shall not be affected thereby and shall be
enforceable.
	 
	 	12.	 	As stated above, I have twenty-one (21) days to decide whether I wish to sign this
Agreement. If I do not sign this Agreement and return a fully executed original to the
attention of James E. Kline, Vice President and General Counsel, Cooper Tire & Rubber
Company, 701 Lima Avenue,
Findlay, Ohio 45840, on or before October 16, 2009, then the offer contained in this
Agreement is withdrawn and revoked.
	 
	 	13.	 	I have carefully read and fully understand all the terms and conditions of this
Agreement.





     IN WITNESS WHEREOF, I have executed this Agreement on the date written below and it shall be
effective as of the Effective Date indicated below.


NOTICE TO EMPLOYEE: CONSULT WITH AN ATTORNEY BEFORE EXECUTING THIS AGREEMENT.



	 	 	 	 	 
	     /s/ Mark W. Krivoruchka
 

Mark W. Krivoruchka

	 	 	 	Date: October 14, 2009 
	 
	 	 	 	 
	     /s/ Terry B. Krivoruchka
 

Witness

	 	 	 	Date: October 14, 2009 
	 
	 	 	 	 
	Effective Date: October 14, 2009
	 	 	 	 






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EXHIBIT A




COMPENSATION AND BENEFITS





	1.	 	(a) Except as provided for in Paragraph 11 of this Exhibit A, you shall continue
to receive your payments of base salary (at the level paid to you immediately prior to
your Relinquishment Date) until December 31, 2009 in accordance with the Company’s
normal payroll practices. (b) On or before December 31, 2009, you will receive a lump
sum payment of $234,000.00, less applicable tax withholding. Payments under this
Paragraph 1 are considered separation payments for purposes of Section 409A of
the Internal Revenue Code of 1986, as amended (“Section 409A”). However, these payments
will be considered to be exempt from coverage under Section 409A under the separation
pay exemption, as described in the Final Treasury Regulations issued under Section 409A.
	 
	2.	 	Pursuant to the 2009 incentive plan design for Cooper named executive officers,
there is to be no annual incentive award for 2009. Accordingly, pursuant to the annual
incentive plan, you will not be eligible for an annual incentive award for 2009. You
will not be eligible for any annual incentive awards for any years subsequent to 2009.
	 
	3.	 	Except as provided for in Paragraph 11 of this Exhibit A, and except for long
term disability insurance, if applicable, and vacation accrual, you shall continue to
be entitled, until December 31, 2009, to those employee welfare benefits currently
being received by you for which all salaried employees of Cooper are eligible. You
shall be required to pay, in accordance with the plans’ provisions, premiums for any
welfare benefit presently being received by you, for said period. Upon the cessation
of Spectrum Health Care benefits coverage to you, Cooper shall provide documents needed
to continue the benefits, pursuant to the provisions set forth in The Consolidated
Omnibus Budget Reconciliation Act of 1986 (COBRA). Should you wish to exercise your
rights, pursuant to COBRA, to temporary health care coverage at the rates specified by
Cooper, you must timely complete and return to Cooper the documents necessary for such
continuation. If you exercise your COBRA rights, Cooper shall pay the COBRA premium
for coverage through the earlier of: (a) your death; (b) your re-employment; or (c)
June 30, 2010. It is understood that you will be responsible for the payment of COBRA
premiums for coverage after June 30, 2010, if you choose to continue such benefits.
Notwithstanding any provision contained




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	 	 	herein, for purposes of Section 409A,
any reimbursement made to you under this Paragraph 3 will be considered exempt from the
application of Section 409A and will be made no later than December 31, 2010.
	 
	4.	 	You shall not be entitled to any new awards under the Long-Term Incentive Plan
(“LTIP”) and stock option plans after December 31, 2009. For purposes of calculating
your payment under the LTIP, you shall be considered to have remained an employee until
December 31, 2009 at the annualized level of base salary applicable to you immediately
prior to your resignation. Notwithstanding the applicable LTIP provisions, one-third (
35,000 shares ) of the number of performance based stock options granted to you as of
April 6, 2009, as part of the 2009-2011 LTIP, shall vest as of your Resignation Date
and must be exercised by you within thirty (30) days of your Resignation Date. All
other LTIP distributions ( Subject to final calculation and Company approval pursuant
to the terms of the Plan, the other LTIP distributions are estimated to be: (i) for the
2007-2009 LTIP- 14,519 shares; (ii) for the 2008-2010 LTIP -7282 shares; and (iii) for
the 2009- 2011 LTIP — the performance cash award described in subparagraph (a) below.
), if any, under this Paragraph 4 will be paid pursuant to the terms of the Plan,
except that (a) the performance cash award portion of the 2009-2011 LTIP payable to you
shall be prorated (3/4 share, which is estimated to be approximately $234,000, subject
to final calculation and Company approval pursuant to the terms of the Plan); and (b)
such LTIP distributions will be paid between January 1, 2010 and March 31, 2010.
	 
	5.	 	Your pension benefit, if any, under the Spectrum Retirement Plan and any
nonqualified deferred compensation plan will be calculated based upon your Resignation
Date except as provided for in Paragraph 11 of this Exhibit A. You will receive
payment of your retirement benefits pursuant to the terms of the applicable Plan
documents.
	 
	6.	 	All restricted stock units (“RSU’s) will continue to be governed by applicable
Plan provisions. All RSU distributions will be made to you in January 2011, pursuant
to the terms of the Plan and your elections thereunder. The estimated number of RSU’s
to be distributed is approximately 5000 shares.
	 
	7.	 	You shall continue to be provided a vehicle pursuant to the terms of the
Company’s vehicle program until the earlier of: (a) your death; (b) your re-employment;
or (c) September 24, 2010. You shall have the option to purchase the vehicle, at fair
market value, which shall be reasonably agreed upon by the parties, on or before
September 24, 2010.
	 
	8.	 	For purposes of Section 409A, Cooper agrees that you have incurred a separation
from service as defined in Treasury Regulation §1.409A-1(n).




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	9.	 	You are deemed to be a Specified Employee under the provisions of Section 409A.
Amounts deemed not to be exempt from application of Section 409A will be delayed for 6
months following the Resignation Date. Following any required delay, there will be a
catch-up payment at that time for all delayed amounts.
	 
	10.	 	Cooper shall provide outplacement assistance for you with Shields, Meneley
Partners, 311 South Wacker Drive, Suite 3725, Chicago, IL 60606. The outplacement
assistance will be provided to you until the earlier of: (a) your acceptance of
re-employment; or (b) June 30, 2010.
	 
	11.	 	Notwithstanding the foregoing, should you die prior to your Resignation Date,
the compensation and benefits provided hereunder pursuant to Paragraphs 1(a), 3 and 5
of Exhibit A, shall cease as of the date of your death and your beneficiaries shall be
eligible for survivorship benefits, if any, in accordance with the terms and conditions
of the applicable plans.






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