EX-10.4






Exhibit 10.4 – Performance Share Grant Agreement



1. This Performance Share 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,
this Grant Agreement and Annex A. 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. 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, the number of Units earned will be determined and
contingent upon the extent to which Performance Goals are achieved during a Performance Period, as
described in Annex A and as determined by the Committee. As further consideration for the Units
granted to you hereunder, except as otherwise provided in this Section 3, you must remain in the
continuous employ of the Company or one or more of its Subsidiaries until December 31, 20       (the
“Vesting Date”). In the event of your death, “Retirement” (defined as termination of employment at
any age after 30 or more years, or at age 55 or older with at least 10 years, of continuous service
with the Company and its Subsidiaries) 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) on any date which
is more than six (6) months after the Date of Grant specified on the grant summary page and prior
to completion of a Performance Period, 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 and actual
achievement of the Performance Goals as determined by the Committee following the end of the
Performance Period. In the event of your death, Retirement or Disability on or prior to the
Vesting Date but after completion of a Performance Period, you will receive the number of Units
earned as determined by the Committee following the end of the Performance Period, which will be
payable as provided in Section 5. 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. Further, notwithstanding Section 14(a)(2) of the Plan, in the event that you incur a
Severance before or during a Performance Period, the Units with respect to any such Performance
Period shall be deemed to have been fully earned at the target amount of the award opportunity
specified on the grant summary page, and in the event that you incur a Severance on or prior to the
Vesting Date but after completion of a Performance Period, the Units with respect to any such
completed Performance Period shall be deemed to have been fully earned in the amount determined by
the Committee following the end of the Performance Period.



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 the Vesting Date but in no
event later than March 15, 20      ; 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. Further, no Dividend Equivalents
will be paid or provided pursuant to this Grant Agreement.



6. 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.



7. 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.



8. 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.



9. 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.



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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).



10. 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.



11. 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.




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