EX-10.6






Exhibit 10.6 – Restricted Stock Unit Retention Grant Agreement



1. This Restricted Stock Unit Grant for the number of Units specified on the grant summary
page is granted to you under, and governed by the terms and conditions of, the 2017 Performance
Plan of The Goodyear Tire & Rubber Company, adopted effective April 10, 2017 (as amended from time
to time, the “Plan”), and this Grant Agreement. As your grant is conveyed and managed online, your
online acceptance constitutes your agreement to and acceptance of all terms and conditions of the
Plan and this Grant Agreement. You also agree that you have read and understand the provisions of
the Plan and this Grant Agreement. Capitalized terms used but not defined in this Grant Agreement
have the meanings set forth in the Plan.



2. All rights conferred upon you under the provisions of this Grant Agreement are personal to
you and no assignee, transferee or other successor in interest shall acquire any rights or
interests whatsoever under this Grant Agreement, which is made exclusively for the benefit of you
and the Company, except by will or the laws of descent and distribution.



3. As consideration for the Units granted to you hereunder, except as otherwise provided in
this Section 3 or as may be provided pursuant to Section 14 of the Plan in the event of a Change in
Control, you must remain in the continuous employ of the Company or one or more of its Subsidiaries
until [insert vesting schedule] (each a “Vesting Date”). In the event of your death or
“Disability” (defined as termination of employment while receiving benefits for a period of not
less than one year under a long-term disability income plan provided by a government or sponsored
by the Company or one of its Subsidiaries) prior to a Vesting Date and on any date which is more
than six (6) months after the Date of Grant of the Units specified on the grant summary page of
this Grant Agreement, you will receive a prorated number of Units. Any such proration will be
based on the date of your termination of employment with the Company. Nothing contained herein
shall restrict the right of the Company or any of its Subsidiaries or affiliates to terminate your
employment at any time, with or without cause. In the event of a Change in Control while this
grant is outstanding, the Units shall be subject to the applicable provisions of Section 14 of the
Plan, and in the event that you incur a Severance prior to a Vesting Date, the Units shall be
deemed to have been fully earned.



4. In the event your employment with the Company and its Subsidiaries is terminated for any
reason whatsoever (whether voluntarily or involuntarily) and within 18 months after such
termination date you accept employment with a competitor of, or otherwise engage in competition
with, the Company, the Committee, in its sole discretion, may require you to return, or (if not
received) to forfeit, to the Company the payments made (or to be made) hereunder which you have
received (or will receive) at any time on or after the date which is six months prior to the date
of termination of your employment with the Company. Additionally, all Units granted to you
hereunder which are outstanding shall be automatically cancelled upon commencement of your
competitive engagement.



5. The Company will pay to you 100% of the total number of whole Units earned in shares of
Common Stock (with each Unit being equivalent to one share of Common Stock), less such withholding
and payroll taxes as the Company shall determine to be necessary or appropriate. Any payment
pursuant to Section 5 of this Grant Agreement shall be made (i) after each Vesting Date but in no
event later than the March 15 of the year following such Vesting Date; or (ii) in the event of your
earlier Severance, within 30 days after your Severance. The number of Units earned will always be
rounded down to the nearest whole number, and the Company will not be obligated to issue any
fractional shares of Common Stock (or pay any cash in lieu thereof) pursuant to this Grant
Agreement.



6. Each Unit will be credited with one Dividend Equivalent on each date on which cash
dividends are paid on shares of the Common Stock (and each fraction of a Unit shall be credited
with a like fraction of a Dividend Equivalent). Dividend Equivalents (and fractions thereof, if
any) will be automatically translated into Units by dividing the dollar amount of such Dividend
Equivalents by the Fair Market Value of the Common Stock on the date the relevant Dividend
Equivalents are accrued to your account. The number of Units (and any fractions thereof) resulting
will be credited to your account (in lieu of the dollar amount of such Dividend Equivalent) and
shall continually be denominated in Units, and shall remain unvested, until vested and converted
for payment as provided in this Grant Agreement.



7. You will be required to satisfy all Federal, state and local tax and payroll withholding
obligations, and any other withholding obligations, arising in respect of any distribution of, or
right to receive any distribution of, shares of Common Stock.



8. Any notice to you under this Grant Agreement shall be sufficient if in writing and if
delivered to you or mailed to you at the address on record in the Executive Compensation
Department. Any notice to the Company under this Grant Agreement shall be sufficient if in writing
and if delivered to the Executive Compensation Department of the Company in Akron, Ohio, or mailed
by registered mail directed to the Company for the attention of the Executive Compensation
Department at 200 Innovation Way, Akron, Ohio 44316-0001. Either you or the Company may, by
written notice, change the address. This Grant Agreement shall be construed and shall take effect
in accordance with the laws of the State of Ohio.



9. The obligations of the Company under this Grant Agreement will be merely that of an
unfunded and unsecured promise of the Company to deliver shares of Common Stock in the future, and
your rights will be no greater than that of an unsecured general creditor. No assets of the Company
will be held or set aside as security for the obligations of the Company under this Grant
Agreement.



10. It is intended that this Grant Agreement shall either be exempt from the application of,
or comply with, the requirements of Section 409A of the Code. This Grant Agreement shall be
construed, administered and governed in a manner that effects such intent, and the Committee shall
not take any action that would be inconsistent with such intent. Without limiting the foregoing,
the Units shall not be deferred, accelerated, extended, paid out, settled, adjusted, substituted,
exchanged or modified in a manner that would cause the award to fail to satisfy the conditions of
an applicable exception from the requirements of Section 409A of the Code or otherwise would
subject you to the additional tax imposed under Section 409A of the Code.



Notwithstanding anything contained in this Grant Agreement to the contrary, if you are a
“specified employee,” within the meaning of Section 409A of the Code, with December 31 being the
specified employee identification date and the following January 1 being the specified employee
effective date, on the date you incur a separation from service, then to the extent required in
order to comply with Section 409A of the Code, all payments under this Grant Agreement that
constitute a “deferral of compensation” within the meaning of Section 409A of the Code, that are
provided as a result of a separation from service and that would otherwise be paid during the first
six months following such separation from service shall be accumulated through and paid on the
first business day that is more than six months following your separation from service (or, if you
die during such six-month period, within 90 days after your death). You will be deemed to have a
“separation from service” on the date of your termination, if after the date of your termination
you are not reasonably anticipated to provide a level of bona fide services to the Company or any
affiliate that exceeds 25% of the average level of bona fide services provided by you in the
immediately preceding 36 months (or, if less, the full period of services to the Company or any
affiliate).



11. In order to administer the Plan, the Company may process personal data about you. Such
data includes, but is not limited to the information provided in this Grant Agreement and any
changes thereto, other appropriate personal and financial data about you such as home and business
addresses and other contact information, and any other information that might be deemed appropriate
by the Company to facilitate the administration of the Plan. By accepting this Grant Agreement,
you give explicit consent to the Company to process any such personal data. You also give explicit
consent to the Company to transfer any such personal data outside the country in which you work or
are employed, including, if you are not a U.S. resident, to the United States, to transferees that
shall include the Company and other persons who are designated by the Company to administer the
Plan.



12. By accepting this Grant Agreement, you acknowledge that a copy of the Plan, the
Prospectus, and the Company’s most recent Annual Report and Proxy Statement (the “Prospectus
Information”) either have been received by or provided to you, and you consent to receiving the
Prospectus Information electronically, or, in the alternative, agree to contact the Executive
Compensation Department of the Company to request a paper copy of the Prospectus Information at no
charge. You also represent that you are familiar with the terms and provisions of the Prospectus
Information and hereby accept this Grant Agreement on the terms and subject to the conditions set
forth herein and in the Plan.