EX-10.1






Exhibit 10.1 – Non-Qualified Stock Option Grant Agreement



1. These Non-Qualified Stock Options for the number of shares of Common Stock indicated on the
grant summary page (the “Non-Qualified Stock Options”) are granted to you under and are 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 stock options are 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 Plan and this Grant Agreement.
Capitalized terms used but not defined in this Grant Agreement have the meanings set forth in the
Plan.



2. You may exercise the Non-Qualified Stock Options granted pursuant to this Grant Agreement
through (1) a cash payment in the amount of the full option exercise price of the shares being
purchased (including a simultaneous exercise and sale of the shares of Common Stock thereby
acquired and use of the proceeds from such sale to pay the exercise price, to the extent permitted
by law) (a “cash exercise”), (2) a payment in full shares of Common Stock having a Fair Market
Value on the date of exercise equal to the full option exercise price of the shares of Common Stock
being purchased (a “share swap exercise”), or (3) a combination of the cash exercise and share swap
exercise methods. Any exercise of these Non-Qualified Stock Options shall be by written notice
stating the number of shares of Common Stock to be purchased and the exercise method, accompanied
with the payment, and proper proof of ownership if the share swap exercise method is used. You
shall be required to meet the tax withholding obligations arising from any exercise of
Non-Qualified Stock Options.



3. As further consideration for the Non-Qualified Stock Options granted to you hereunder, you must
remain in the continuous employ of the Company or one or more of its Subsidiaries from the Date of
Grant to the date or dates the Non-Qualified Stock Options become exercisable as set forth on the
grant summary page of this Grant Agreement before you will be entitled to exercise the
Non-Qualified Stock Options granted. The Non-Qualified Stock Options you have been granted shall
not in any event be exercisable after your termination of employment except as provided in
paragraph 4 below for “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), death, “Disability” (defined as termination of employment while receiving
benefits under a long-term disability income plan provided by a government or sponsored by the
Company or one of its Subsidiaries), or termination of your employment by the Company and its
Subsidiaries other than for Cause (as defined below). Notwithstanding the foregoing, in the event
of a Change in Control while this grant is outstanding, the Non-Qualified Stock Options shall be
subject to the applicable provisions of Section 14 of the Plan. For the avoidance of doubt, the
Non-Qualified Stock Options you have been granted shall not be exercisable after termination of
employment as a result of your voluntary resignation (other than your Retirement), except as
otherwise may be provided pursuant to Section 14 of the Plan in the event of a Change in Control.



4. Except as otherwise may be provided pursuant to Section 14 of the Plan in the event of a Change
in Control, the Non-Qualified Stock Options terminate automatically and shall not be exercisable by
you from and after the date on which you cease to be an employee of the Company or one of its
Subsidiaries for any reason other than your death, Retirement, Disability, or termination of your
employment by the Company and its Subsidiaries other than for Cause. In the event of your death,
Retirement or Disability while an employee of the Company or one of its Subsidiaries (and having
been an employee continuously since the Date of Grant) on any date which is more than six (6)
months after the Date of Grant of the Non-Qualified Stock Options specified on the grant summary
page of this Grant Agreement, the Non-Qualified Stock Options shall become immediately exercisable
and, except as provided below in the event of your death while an employee, shall be exercisable by
you for the lesser of (a) the remainder of the term of the Non-Qualified Stock Option grant or (b)
five years. In the event of your death while an employee, the Non-Qualified Stock Options may be
exercised for the lesser of (x) the remainder of the term of the Non-Qualified Stock Option grant
or (y) three years after your date of death by the person or persons to whom your rights in the
options passed by your will or according to the laws of descent and distribution. In the event of
termination of your employment by the Company and its Subsidiaries other than for death, Disability
or Cause, any vested Non-Qualified Stock Options shall remain exercisable by you for 90 days
following the date of termination of your employment. For purposes of this Grant Agreement,
“Cause” means (i) the continued failure by you to substantially perform your duties with the
Company or its affiliates (other than any such failure resulting from your incapacity due to
physical or mental illness), (ii) your engaging in conduct which is demonstrably injurious to the
Company or its affiliates, monetarily or otherwise, (iii) your committing any felony or any crime
involving fraud, breach of trust or misappropriation, or (iv) any breach or violation of any
agreement relating to your employment with the Company or its affiliates where the Committee, in
its sole but reasonable discretion, determines that such breach or violation materially and
adversely affects the Company or any affiliate. 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.



5. The Non-Qualified Stock Options shall not in any event be exercisable after the expiration of
ten years from the Date of Grant specified on the grant summary page of this Grant Agreement and,
to the extent not exercised, shall automatically terminate at the end of such ten-year period.



6. Certificates, or other evidence of beneficial ownership, for the shares of Common Stock
purchased will be deliverable to you or your agent, duly accredited to the satisfaction of the
Company, at the principal office of the Company in Akron, Ohio, or at such other place acceptable
to the Company as may be designated by you.



7. 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 economic value of the Non-Qualified Stock Options granted hereunder which you
have realized or obtained by your exercise 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
Non-Qualified Stock Options granted to you hereunder which you have not exercised shall be
automatically cancelled upon commencement of your competitive engagement.



8. Each Non-Qualified Stock Option granted is not transferable by you otherwise than by will or
the laws of descent and distribution, and is exercisable during your lifetime only by you.



9. All rights conferred upon you under the provisions of this Grant Agreement are personal and,
except under the provisions of paragraph 8 of this Grant Agreement, 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.



10. 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.



11. Each Non-Qualified Stock Option may be exercised only at the times and to the extent, and is
subject to all of the terms and conditions, set forth in this Grant Agreement, and in the Plan,
including any rule or regulation adopted by the Committee.



12. 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.



13. 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.