EX-10.3






Exhibit 10.3 – Incentive Stock Option Grant Agreement



1. These Incentive Stock Options for the number of shares of Common Stock indicated on the grant
summary page (the “Incentive 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 Incentive 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 Incentive 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 Incentive Stock Options.



3. As further consideration for the Incentive 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 Incentive Stock Options become exercisable as set forth on the grant
summary page of this Grant Agreement before you will be entitled to exercise the Incentive Stock
Options granted. The Incentive 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 Incentive Stock Options shall be subject to the applicable
provisions of Section 14 of the Plan. For the avoidance of doubt, the Incentive 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 Incentive 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 Incentive Stock Options specified on the grant summary page
of this Grant Agreement, the 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 original Incentive Stock Option grant or (b) five
years. In the event of your death while an employee, such Stock Options may be exercised for the
lesser of (x) the remainder of the term of the original Incentive 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. The Incentive Stock Options
shall become Non-Qualified Stock Options three months following your Retirement or Disability,
provided, if you are disabled within the meaning of Code Section 22(e)(3), the Incentive Stock
Options shall become Non-Qualified Stock Options one year following such disability. In the event
of termination of your employment by the Company and its Subsidiaries other than for death,
Disability or Cause, any vested Incentive Stock Options shall remain exercisable by you for three
months 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 Incentive 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 Incentive 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 Stock Options
granted to you hereunder which you have not exercised shall be automatically cancelled upon
commencement of your competitive engagement.



8. Each Incentive 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 Incentive 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.