EX-10.16






EXHIBIT 10.16




December 18, 2008




Mr. Robert J. Keegan

The Goodyear Tire & Rubber Company

1144 East Market Street

Akron, Ohio 44316



Dear Bob:




     The purpose of this agreement is to supplement and amend the existing agreement between you
and The Goodyear Tire & Rubber Company (“Goodyear” or the “Company”), dated September 11, 2000 (the
“2000 Agreement”), and to amend and restate the supplemental letter agreement between you and
Goodyear, dated February 3, 2004.



     In consideration for our respective promises made herein and the continuing promises made in
the 2000 Agreement, you and Goodyear agree as follows:



     1. Severance Compensation. Subject to the provisions, and upon compliance with the
conditions, specified in this Agreement, upon the termination of your employment with Goodyear
under either of the circumstances described in subparagraphs (a) or (b) below, Goodyear will pay
you, within 60 days of the termination of your employment, a lump sum (net of required
withholdings) equal to two times the sum of your annual base salary and your target bonus then in
effect under the Goodyear Performance Recognition Plan or the Goodyear Management Incentive Plan,
or any equivalent successor plan (“PRP”). Additionally, Goodyear will pay you, on or before March
15 of the following year, the pro rata portion of the lesser of (i) your target bonus under
Goodyear’s PRP for the fiscal year in which the termination occurred or (ii) 0.75% of EBIT (as
defined in the Goodyear Management Incentive Plan), based on the number of days in that fiscal year
that have elapsed up to the date of your termination and, with respect to clause (ii), the actual
EBIT performance of the Company for that entire fiscal year as determined by the Compensation
Committee of the Board of Directors.




	 	(a)	 	Termination of your employment by Goodyear without Cause. For this purpose,
“Cause” shall mean:






	 	(i)	 	a significant violation by you of Goodyear’s policies, grossly
incompetent performance or other gross misconduct on your part;
	 
	 	(ii)	 	a material breach by you of the terms of this Agreement or the
2000 Agreement;




 









 






	 	(iii)	 	your prolonged or repeated absence from duty without consent
of the Board of Directors of Goodyear for reasons other than your incapacity
due to illness;
	 
	 	(iv)	 	your acceptance of employment with another employer; or
	 
	 	(v)	 	your conviction of a crime other than minor traffic offenses.






	 	(b)	 	You terminate your employment with Goodyear for Good Reason; provided the
notice referred to below must be provided within ninety days of the occurrence of the
Good Reason. For this purpose “Good Reason” shall mean:






	 	(i)	 	a material breach by Goodyear of the terms of this Agreement or
the 2000 Agreement; or
	 
	 	(ii)	 	a material reduction by Goodyear of your titles, positions,
duties, and/or authority.






If you seek to terminate your employment for Good Reason, you must provide the Board
of Directors of Goodyear thirty days advance written notice of your intention to
terminate your employment for Good Reason and shall only be entitled to terminate
your employment for Good Reason if Goodyear fails to cure the alleged Good Reason to
your reasonable satisfaction during such thirty-day period.



     It is understood that the severance compensation provided for in this Agreement will not be
paid, and this Agreement will terminate, in the event of any of the following:




	 	—	termination of your employment because of your death or disability;
	 
	 	—	termination by Goodyear for Cause;
	 
	 	—	any termination by you in the absence of Good Reason, or more than one hundred
twenty days after the Good Reason purporting to be the basis for the termination; or
	 
	 	—	any termination following a change in control of Goodyear, in which case you
would receive benefits pursuant to the terms of Goodyear’s change in control severance
plan for executives, as described in the 2000 Agreement.





     Payment of the severance compensation specified in this paragraph 1 shall be (A) in lieu of
any compensation or payment that may otherwise be payable to you pursuant to any severance or
similar plan or arrangement of Goodyear and (B) conditioned upon your delivery of a waiver and
release signed by you within 60 days of the termination of your employment, in the form reasonably
required by Goodyear.



     2. Full-Time Services. You will devote substantially all your business time and effort to the
performance of your duties to Goodyear and its subsidiaries, except for service as a



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director or trustee of other corporations or organizations that are not in competition with
Goodyear or any of its subsidiaries, except that, you will obtain the prior approval of the
Compensation Committee of the Board of Directors before accepting a position as a director or
trustee of any for profit entity.



     3. Exclusive Remedy. It is understood that Goodyear may terminate your employment at
any time and nothing in this Agreement is intended to require, or shall be construed as requiring,
Goodyear to allow you to continue actively performing any of your duties. Irrespective of whether
the termination of your employment is without Cause, for Good Reason or for any other reason or for
no reason, you will not be entitled to any severance compensation from Goodyear under this
Agreement or otherwise, except to the extent and under the conditions set forth in this Agreement,
which severance compensation will be your exclusive remedy.



     4. Term. The term of this Agreement shall be from February 3, 2004 to February 28,
2012, unless sooner terminated pursuant to its terms or by the mutual written consent of both you
and Goodyear. The parties may also extend this Agreement for subsequent terms upon mutual written
agreement.



     5. 2000 Agreement. Except as they relate to the severance payments described in
paragraph 1 of this Agreement, the provisions of the 2000 Agreement shall remain in effect, subject
to the terms of Goodyear’s respective compensation and benefit plans as they may be in effect from
time to time.



     6. Non-Compete. If your employment with Goodyear is terminated for any reason
entitling you to receive the severance compensation benefits pursuant to paragraph 1 of this
Agreement, then for a period of two years immediately following the date of your termination, you
agree to abide by the following covenants and restrictions:




	 	(a)	 	You shall not participate as an owner, shareholder (except for an interest of
less than one percent in the shares of a pubic company), director, officer, employee,
consultant or otherwise in any business that competes with Goodyear in the manufacture,
distribution or sale of any Goodyear product.
	 
	 	(b)	 	You shall not directly or indirectly solicit or encourage any Goodyear employee
to leave Goodyear or to accept a position with any other company.
	 
	 	(c)	 	You shall not use or disclose to anyone any confidential information regarding
Goodyear.





     In the event of a breach or threatened breach of any term of this paragraph 6, Goodyear shall
be entitled to injunctive relief and/or damages. You and Goodyear agree that breach of these
provisions would cause irreparable injury to Goodyear for which there would be no adequate remedy
at law, due among other reasons to the inherent difficulty of determining the precise impact of and
causation for loss of customers/consumers or key employees or having confidential information
disclosed.



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     7. Choice of Law. Except to the extent preempted by federal law, this Agreement and
the 2000 Agreement shall be governed by and construed in accordance with the laws of Ohio, other
than laws that might otherwise refer construction or interpretation of this provision to the
substantive law of another jurisdiction.



     8. Binding Effect. This Agreement shall be binding on and inure to the benefit of
your heirs and representatives and the successors and assigns of Goodyear.



     9. Survival of Agreement. Except as otherwise expressly provided in this Agreement,
the rights and obligations of you and Goodyear under this Agreement shall survive the expiration of
this Agreement and the termination of your employment with Goodyear.



     10. Non-Alienation. No benefits payable under this Agreement shall be pledged or
assigned in anticipation of payment either by voluntary or involuntary acts, or by operation of
law.



     11. Notices. Any notices, requests, demands and other communications provided for by
this Agreement shall be sufficient if in writing and if sent by registered or certified mail to you
at the last address you have filed in writing with the Company or, in the case of the Company, to
its principal executive offices.



     12. Severability. The agreements contained herein and within the release prescribed
by paragraph 1 (“Release”) shall each constitute a separate agreement independently supported by
good and adequate consideration, and shall each be severable from the other provisions of the
Agreement and such Release. If an arbitrator or court of competent jurisdiction determines that
any term, provision or portion of this Agreement or such Release is void, illegal or unenforceable,
the other terms, provisions and portions of this Agreement or such Release shall remain in full
force and effect, and the terms, provisions and portions that are determined to be void, illegal or
unenforceable shall either be limited so that they shall remain in effect to the extent permissible
by law, or such arbitrator or court shall substitute, to the extent enforceable, provisions similar
thereto or other provisions, so as to provide to Goodyear, to the fullest extent permitted by
applicable law, the benefits intended by this Agreement and such Release.



     13. Acknowledgments. In addition to any other rights or remedies, whether legal,
equitable, or otherwise, that each of the parties to this Agreement may have, you acknowledge that:




	 	(a)	 	The covenants incorporated in paragraph 6 (“Covenants”) are essential to the
continued good will and profitability of Goodyear;
	 
	 	(b)	 	Your breach of any of the Covenants will result in your immediate forfeiture of
all rights under this Agreement; and in the event of any such breach by you, you shall,
at Goodyear’s request, return all payments made pursuant to this Agreement;
	 
	 	(c)	 	You have broad-based skills that will serve as the basis for employment
opportunities that are not prohibited by the Covenants; and




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	 	(d)	 	When your employment with Goodyear terminates, you will be able to earn a
livelihood without violating any of the terms of this Agreement.





     In addition, you acknowledge that you have signed and are bound by the terms of The Goodyear
Tire & Rubber Company Associate Confidentiality and Intellectual Property Agreement (“ACIPA”) and
agree that the ACIPA shall remain in full force and effect and your obligations under it are not
affected by this Agreement.



     14. Amendment. This Agreement and the 2000 Agreement may be amended or cancelled by
mutual written agreement of you and Goodyear without the consent of any other person.



     If you concur with the provisions of this Agreement, please sign two copies and return one to
the Company.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joseph B. Ruocco	 	 
	 

	 	 	 	 

Joseph B. Ruocco
	 	 
	 

	 	 	 	Senior Vice President	 	 
	 

	 	 	 	Human Resources	 	 
	 
	 	 	 	 	 	 
	 

	 	Attest:	 	/s/ C. Thomas Harvie	 	 
	 

	 	 	 	 

C. Thomas Harvie
	 	 
	 

	 	 	 	Secretary	 	 






	 	 	 
	AGREED:
	 	 
	/s/
Robert J. Keegan
	 	 
	 

Robert J. Keegan

	 	 
	 
	 	 
	Dated: December 18, 2008
	 	 







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