exv10w1





Exhibit 10.1


AMENDMENT NO. 5 TO

SHAREHOLDERS AGREEMENT FOR THE EUROPE JVC


This Amendment No. 5 to the Shareholders Agreement for the Europe JVC dated as of June 14, 1999
(“Europe Shareholders Agreement”) is dated as of July 1, 2009 (“Amendment No. 5”) and is by and
between The Goodyear Tire & Rubber Company, a company organized and existing under the laws of the
State of Ohio of The United States of America, Goodyear S.A., a company organized and existing
under the laws of the Republic of France, Goodyear S.A., a company organized and existing under the
laws of the Grand Duchy of Luxembourg, Goodyear Canada Inc., a company organized and existing under
the laws of the Province of Ontario of Canada and Sumitomo Rubber Industries, Ltd., a company
organized and existing under the laws of Japan.


WITNESSETH:


WHEREAS, certain changes are to be made to the operations of the Europe JVC and each of its
Affiliates (the “Europe JVC Group”) involving:




	(a)	 	the establishment of a Central Purchasing and Inventory Company (“CPIC”) within Goodyear
Dunlop Tires Operations S.A., previously named Goodyear Luxembourg Tires S.A.;
	 
	(b)	 	the CPIC purchasing all raw materials necessary for the manufacture of tires;
	 
	(c)	 	the CPIC contracting with the manufacturing entities of the Europe JVC Group for them to
manufacture tires as toll manufacturing service providers, and putting the raw materials at
their disposal for that purpose;
	 
	(d)	 	the CPIC selling the tires so manufactured to the sales entities of the Europe JVC Group and
certain non-Europe JVC Group companies for onward resale to customers; and




WHEREAS, the Parties desire to amend a certain provision of the Europe Shareholders Agreement.


NOW, THEREFORE, IT IS AGREED AS FOLLOWS:



	1.	 	Change to Intra Europe JVC Transfer Pricing Policy





	 	1.1	 	The Parties hereby amend Part 1 of Schedule 8.1 of the Europe Shareholders
Agreement with effect on and from July 1, 2009 to delete the




 







 






	 	 	 	current text of items 1 and 2 under Finished Goods and restate such text as
follows:






	 	“1.	 	Intra Europe JVC and Affiliates controlled by it: resale
price minus selling organization gross margin.






“resale price” means the Europe JVC Group’s actual invoice price to its
first unaffiliated customer of the Europe JVC Group.




“selling organization gross margin” means such percentage which is
within the range of two percent (2%) to six percent (6%) as determined
from time to time based on a transfer pricing study carried out on a
regular basis by the Europe JVC to ensure that the selling organization
gross margin remains at arm’s length at all times.




“selling organization” means a company within the Europe JVC Group
which makes sales to unaffiliated customers of the Europe JVC Group.




	 	2.	 	Between Europe JVC and Affiliates controlled by it on the one
hand and the Rebilling Export Center on the other hand: Cost plus five percent
(5%) plus R&D/technical expenses.






	 	3.	 	Between Europe JVC and Affiliates controlled by it on the one
hand and Affiliates of Goodyear having manufacturing facilities in the
Goodyear European Region outside the Europe JVC (i.e. Debica, Turkey and South
Africa): Cost plus ten percent (10%) plus R & D / technical expenses.”






	 	1.2	 	The Parties hereby amend the penultimate sentence of Part I of Schedule
8.1 of the Europe Shareholders Agreement with effect on and from July 1, 2009 to
delete the current text of ... “items 1 and 2”... and replace such text with ... “items
1, 2 and 3”....
	 
	 	1.3	 	The Parties hereby amend Article 9.5(b) of the Europe Shareholders Agreement
with effect on and from July 1, 2009 to delete the current text of the third paragraph
and restate such text as follows:
	 
	 	 	 	“The Products bearing any Goodyear European Trademark acquired from the Europe JVC
and Affiliates controlled by it will be transferred to the Rebilling Export Center
at Cost plus five percent (5%) plus R & D / technical expenses, as described in
item 2 under, Finished Goods, of Schedule 8.1.”




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	2.	 	Transitional Rules on Transfer Pricing Policy




The Parties agree that a certain period of time is required to make the transition from the
current transfer pricing Cost plus five percent (5%) rule to the superseding resale price
minus rule. Notwithstanding anything to the contrary in this Amendment No. 5 or the Europe
Shareholders Agreement, the provisions of Schedule 8.1 in force prior to July 1, 2009 in
each country within the European Territory shall continue in force until the earlier of:



	 	(a)	 	the date the operational changes necessary to implement the changes to
Schedule 8.1 made by paragraph 1 of this Amendment No. 5 have been completed in that
country; and





	 	(b)	 	December 31, 2011.




3. General




	 	3.1	 	The Parties hereby amend the Europe Shareholders Agreement to give effect to
the provisions of this Amendment No. 5 but in all other respects the other terms and
conditions of the Europe Shareholders Agreement shall continue without change.





	 	3.2	 	The Parties hereby acknowledge that expressions used in this Amendment No. 5
will have the same meanings as are ascribed thereto in the Europe Shareholders
Agreement unless otherwise specifically defined herein.



IN WITNESS WHEREOF, the Parties hereto have caused this Amendment No. 5 to the Europe Shareholders
Agreement to be duly executed as of July 1, 2009.



	 	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY      
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/ Christopher W. Clark	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	Christopher W. Clark	 	 
	 
	 	Title:
	 	Senior Vice President, Global Sourcing	 	 
	 
	 	 	 	 	 	 
	 	 	Attest:	 	/s/ Anthony E. Miller	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	Anthony E. Miller	 	 
	 	 	Title:	 	Assistant Secretary	 




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	 	 	GOODYEAR S.A.,
a French corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Henry Dumortier	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Henry Dumortier	 	 
	 

	 	Title:
	 	Chairman of the Board	 	 
	 
	 	 	 	 	 	 
	 	 	GOODYEAR S.A.,
a Luxembourg corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Arthur de Bok	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Arthur de Bok	 	 
	 

	 	Title:
	 	President of the Board of Directors	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Hermann Lange	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Hermann Lange	 	 
	 

	 	Title:
	 	Finance Director	 	 
	 
	 	 	 	 	 	 
	 

	 	GOODYEAR CANADA INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Douglas S. Hamilton	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Douglas S. Hamilton	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robin M. Hunter	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Robin M. Hunter	 	 
	 

	 	Title:
	 	Secretary	 	 
	 
	 	 	 	 	 	 
	 	 	SUMITOMO RUBBER INDUSTRIES, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Takaki Nakano	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Takaki Nakano	 	 
	 

	 	Title:
	 	Senior Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Attest:	 	/s/ Makoto Teshima	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Makoto Teshima	 	 
	 

	 	Title:
	 	General Manager, Legal Department	 	 







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