EX-10.15






EXHIBIT 10.15




THE GOODYEAR TIRE & RUBBER COMPANY

OUTSIDE DIRECTORS’ EQUITY PARTICIPATION PLAN

(As Adopted February 2, 1996 and last Amended October 7, 2008)





	1.	 	Purpose. The purpose of the Plan is to enable The Goodyear Tire & Rubber Company
(the “Company”) to (a) attract and retain outstanding individuals to serve as non-employee
directors of the Company, (b) further align the interests of non-employee directors with
the interests of the other shareholders of the Company by making the amount of the
compensation of non-employee directors dependent in part on the value and appreciation
over time of the Common Stock of the Company, and (c) permit each non-employee director to
defer receipt of all or a portion of his or her annual retainer until after retirement
from the Board of Directors of the Company.






	2.	 	Definitions. As used in the Plan, the following words and phrases shall have
the meanings specified below:






     “Account” means any of, and “Accounts” means all of, the
Equity Participation Accounts and the Retainer Deferral Accounts maintained in the
records of the Company for Participants.




     “Accrual” means any dollar amount credited to an Account, including
Special Accruals, Quarterly Accruals, Retainer Deferral Accruals, Dividend
Equivalents and Interest Equivalents.




     “Beneficiary” means the person or persons designated by a Participant
pursuant to Section 12.




     “Board” means the Board of Directors of the Company.




     “Committee” means the Compensation Committee of the Board.




     “Common Stock” means the Common Stock, without par value, of the
Company.




     “Conversion Date” means, with respect to each Account of each Retired
Outside Director, the later of (i) the first business day of the seventh month
following the month during which such Retired Outside Director terminated his or
her service as a member of the Board, or (ii) the fifth business day of the
calendar year following the calendar year during which such Retired Outside
Director terminated his or her service as a member of the Board. For all balances
that are earned and vested after December 31, 2004, the term “termination of
service” means a separation from service as defined in Section 409A of the Code.




     “Dividend Equivalent” means, with respect to each dividend payment
date for the Common Stock, an amount equal to the cash dividend per share of Common
Stock which is payable on such dividend payment date.



1









 






     “Equity Participation Account” means a bookkeeping account maintained
by the Company for a Participant to which Quarterly Accruals and Dividend
Equivalents are credited in respect of Outside Directors through the Conversion
Date (and, with respect to each Outside Director serving as a Director on February
2, 1996, a Special Accrual will be credited) and Interest Equivalents are credited
subsequent to the Conversion Date, which Account shall be denominated in Units
until the Conversion Date and, thereafter, shall be denominated in dollars.




     “Fair Market Value of Common Stock” means, in respect of any date on
or as of which a determination thereof is being or to be made, the closing market
price of the Common Stock reported on the New York Stock Exchange Composite
Transactions Tape on such date, or, if the Common Stock was not traded on such
date, on the next preceding day on which sales of shares of the Common Stock were
reported on the New York Stock Exchange Composite Transactions tape.




     “Interest Equivalent” has the meaning assigned in Section 11(C).




     “Outside Director” means and includes each person who, at the time
any determination thereof is being made, is a member of the Board and who is not
and never has been an employee of the Company or any subsidiary or affiliate of
the Company.




     “Participant” means and includes, at the time any determination
thereof is being made, each Outside Director and each Retired Outside Director who
has a balance in his or her Accounts.




     “Restricted Stock Unit” means the Units issued pursuant to a
Restricted Stock Grant under Section 8 of the Company’s 2008 Performance Plan so
long as such Units remains subject to the restrictions and conditions specified in
this Plan pursuant to which such Restricted Stock Grant is made.




     “Retainer” means with respect to each Outside Director the retainer
fee payable to such Outside Director by the Company, plus all meeting attendance
fees payable by the Company to such Outside Director, in respect of a calendar
quarter.




     “Retainer Deferral Account” means a bookkeeping account maintained by
the Company for a Participant to which Retainer Accruals and Dividend Equivalents
are credited through the Conversion Date and Interest Equivalents are credited
subsequent to the Conversion Date, which Account shall be denominated in Units
until the Conversion Date and, thereafter, shall be denominated in dollars.




     “Retired Outside Director” means an Outside Director who has
terminated his or her service as a member of the Board and is entitled to receive
distribution of the cash balance of his or her Account or Accounts as provided in
Section 10.




     “Plan” means The Goodyear Tire & Rubber Company Outside Directors’
Equity Participation Plan, the provisions of which are set forth herein.



2









 






     “Quarterly Accrual” has the meaning assigned in Section 7.




     “Retainer Deferral Accrual” has the meaning assigned in Section 8.




     “Special Accrual” has the meaning assigned in Section 7.




     “Unit” means an equivalent to a hypothetical share of Common Stock
which is the denomination into which all dollar Accruals (other than Interest
Equivalents) to any Account are to be translated. Upon the Accrual of any dollar
amount to any Account on or prior to the Conversion Date thereof, such dollar
amount shall be translated into Units by dividing the dollar amount of such
Accrual by the Fair Market Value of the Common Stock on the day on or as of which
such Accrual to the Account is made or, if not made on a day on which the New
York Stock Exchange is open for trading, on the trading day next following the
date of the Accrual. Units, and the translation thereof from dollars, shall be
calculated and recorded in the Accounts rounded to the fourth decimal place.




     “Year of Service” means, with respect to each Outside Director, the
twelve month period commencing with the date of the individuals’ election as an
Outside Director or any anniversary thereof.




	3.	 	Effective Date. The Plan is adopted on, and is effective on and after,
February 2, 1996.






	4.	 	Eligibility. Each person who serves as an Outside Director at any time
subsequent to February 1, 1996 is eligible to participate in the Plan.






	5.	 	Administration. Except with respect to matters expressly reserved for action by
the Board pursuant to the provisions of the Plan, the Plan shall be administered by the
Committee, which shall have the exclusive authority except as aforesaid to take any action
necessary or appropriate for the proper administration of the Plan, including the full
power and authority to interpret the Plan and to adopt such rules, regulations and
procedures consistent with the terms of the Plan as the Committee deems necessary or
appropriate. The Committee’s interpretation of the Plan, and all actions taken within the
scope of its authority, shall be final and binding on the Company and the Participants.






	6.	 	Equity Participation Accounts. There shall be established and maintained by the
Company an Equity Participation Account with respect to each Outside Director to which
Accruals shall be made from time to time in accordance with the provisions of the Plan.






	7.	 	(A) Quarterly Accruals. On the first date of each calendar quarter,
commencing April 1, 2007 and ending on October 1, 2008 for service through September 30,
2008, the Company shall credit $23,750 ($20,000 in respect of each quarter during the
period beginning July 1, 2005 and ended on December 31, 2006, $17,500 in respect of each
quarter during the period beginning July 1, 2004 and ended on June 30, 2005, $7,500 in
respect of each quarter during the period beginning January 1, 2003 and ended on June
30, 2004, $2,500 in respect of each quarter during the period beginning July 1, 1998 and
ended on December 31, 2002 and $2,000 in respect of each quarter during the period
beginning April 1, 1996




3









 






	 	 	and ended on June 30, 1998) to the Equity Participation Account of each Outside Director
who is then a member of the Board of Directors and served as a member of the Board for
the entire calendar quarter ended immediately prior to such day (each a “Quarterly
Accrual”).






(B) (1) Special Accruals. The Company shall credit to the Equity Participation
Account of each Outside Director who was an Outside Director on January 1, 2007, a $3,750
accrual as of April 2, 2007.




(B) (2) Special Accruals. On April 13, 2004, the Company shall credit to the
Equity
Participation Account of each Outside Director eligible to receive a quarterly accrual
as of
April 1, 2004, an additional credit in the amount of $20,000.




(B) (3) Special Accruals. On February 2, 1996, the Company shall credit to the
Equity Participation Account of each Outside Director then serving as a member of the
Board of Directors a special, one-time credit (a “Special Accrual”), the amount of which
shall be determined in accordance with the following formula:



 N 



SP = [FRPA - FQC] / 1.01943





where,

SP is the dollar amount of the Special Accrual in respect of a participating Outside
Director at February 2, 1996;




FRPA is the future value of an annuity at age 70 under the Retirement Plan for Outside
Directors (as provided by Watson Wyatt and based on the UP-1984 mortality table) that
would be needed to provide a lifetime annuity at age 70 assuming the benefit increases 3%
per year starting in 1997.




FQC is the future value of quarterly accruals, calculated on the value at age 70 of
$1,000 quarterly accruals to the Equity Participation Account of the participating
Outside Director starting April 1, 1996, assuming a compound annual growth rate of 8%.
N is the number of quarters until the Outside Director retires having attained age 70.




(C) Restricted Stock Units Grant. Effective for service after October 1, 2008
to be granted January 1, 2009 and on the first date of each succeeding calendar quarter,
each Outside Director who is then a member of the Board of Directors and served as a
member of the Board for any portion of the calendar quarter ended immediately prior to
such day, will be granted the number of Restricted Stock Units that will be equal to
$23,750 (or the pro-rata amount based on the number of days of service in the quarter if
the Outside Director did not serve the whole quarter) divided by the Fair Market Value of
Common Stock for such grant date, or if the New York Stock Exchange is not open for
trading on such date, the grant date shall be the next following trading date. For the
last quarterly grant with respect to the last quarter of Board service, any fractional
amount of the $23,750 (or the pro-rata amount based on the number of days of service in
the quarter if the Outside Director did not serve the whole quarter) that is not utilized
in converting the grant into whole shares of Restricted Stock when added to any
outstanding fractional restricted stock unit shall be paid in cash when the shares are
distributed pursuant to 10. (C).



4









 






(D) Translation of Accruals into Units. Each Accrual (other than Interest
Equivalents) to an Equity Participation Account shall be translated into Units by
dividing the dollar amount thereof by the Fair Market Value of the Common Stock on the
day as of which such Accrual is made, or, if the date on or as of which such Accrual is
made is not a day on which the New York Stock Exchange is open for trading, on the next
following trading day. Upon such translation of an Accrual into Units, the resulting
number of Units shall be credited to the relevant Equity Participation Account (in lieu
of the dollar amount of such Accrual) and such Accrual shall continue to be denominated
in such number of Units until the Conversion Date for such Account, when the Units will
be converted into a dollar amount equal to the product of (i) the number of Units
credited to such Account on such Conversion Date, multiplied by (ii) the Fair Market
Value of the Common Stock on such Conversion Date.




	8.	 	Retainer Deferral Accounts. Each Outside Director may, at his or her sole
election, defer receipt of 25%, 50%, 75% or 100% of his or her Retainer payable in
respect of and during any calendar year by electing to have such amount credited to his
or her Retainer Deferral Account (herein referred to as a “Retainer Account Accrual”).
Each deferral election, if any, shall be made by an Outside Director annually, must be in
respect of an entire calendar year and shall be made not later than, and shall become
irrevocable as of, June 30th of the year prior to the calendar year in respect of which
such election is being made. The dollar amount of each Retainer Account Accrual shall be
translated (in the manner specified in Section 7(C)) into Units on the date such Retainer
Account Accrual is credited to the relevant Retainer Deferral Account, which shall be the
day on which the payment of such portion of the Retainer would have been made absent the
election of the Outside Director to defer the payment of all or a portion thereof. Upon
such translation into Units, the resulting number of Units shall be credited to the
relevant Retainer Deferral Account (in lieu of the dollar amount of such Accrual) and
such Accrual shall continue to be denominated in such number of Units until the
Conversion Date, when the Units will be converted into a dollar amount equal to the
product of (i) the number of Units credited to such Retainer Deferral Account on such
Conversion Date, multiplied by (ii) the Fair Market Value of the Common Stock of such
Conversion Date.






	9.	 	Dividend Equivalents. With respect to each Account and Restricted Stock Unit,
from time to time through the relevant Conversion Date each Unit in such Account and
Restricted Stock Unit shall be credited with a Dividend Equivalent at the same time as
cash dividends are paid on shares of the Common Stock. Dividend Equivalents credited to
each Account and Restricted Stock Unit shall be automatically translated into Units or
Restricted Stock 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 Equivalent is
accrued to such Account and Restricted Stock Unit. The number of Units or Restricted
Stock Units resulting shall be credited to such Account and Restricted Stock Unit (in
lieu of the dollar amount of such Accrual) and such Accrual shall be denominated in Units
until the Conversion Date.






	10.	 	Eligibility For Benefits. (A) Equity Participation Accounts. (1) For
all balances that were earned and vested prior to January 1, 2005, each Retired Outside
Director shall be entitled to receive the balance of his or her Equity Participation
Account in accordance with the




5









 






	 	 	provisions of Section 11 of the Plan, unless the Board of Directors acts to reduce the
amount of, or to deny the payment of, the Equity Participation Account of such Retired
Outside Director; provided, however, that the Board of Directors shall
not have the authority to reduce the amount of, or to deny the payment of, the Equity
Participation Account of any Outside Director who terminates his or her service on the
Board of Directors if (i) prior to such termination of service, the Retired Outside
Director either (s) had five or more years of service and had attained age 70, or (y) had
ten or more years of service and had attained age 65, or (ii) such termination was due to
the death of the Outside Director. Notwithstanding the foregoing, the Board may at any
time deny the payment of, or reduce the amount of, the Equity Participation Account of
any Participant if, in the opinion of the Board, such Participant was engaged in an act
of misconduct or otherwise engaged in conduct contrary to the best interest of the
Company. (2) For all balances that are earned or vested after December 31, 2004, each
Retired Outside Director shall be entitled to receive the balance of his or her Equity
Participation Account in accordance with the provisions of Section 11 of the Plan.
Notwithstanding the foregoing, the Board may at any time deny the payment of, or reduce
the amount of, the Equity Participation Account or to forfeit all or part of the
Restricted Stock Units of any Participant if, in the opinion of the Board, such
Participant was engaged in an act of misconduct or otherwise engaged in conduct
detrimental to the Company.






	 	(B)	 	Retainer Deferral Accounts. Each Retired Outside Director shall be
entitled to receive the balance, if any, of his or her Retainer Deferral Account in
accordance with the provisions of Section 11 of the Plan.
	 
	 	(C)	 	Restricted Sock Units. Each Outside Director will receive shares of Common
Stock for their Restricted Stock Units on the fifth business day of the calendar
quarter following the quarter of his or her separation from Board service.






	11.	 Payment of Accounts. (A) All distributions of Equity Participation Accounts and
Retainer Deferral Accounts to Participants shall be made in cash.






(B) In the case of each Retired Outside Director, the Units credited to his or her Equity
Participation Account and Retainer Deferral Account, respectively, shall, on the
Conversion Date for such Retired Outside Director, be converted to a dollar denominated
amount by multiplying the number of Units in each of the Accounts by the Fair Market Value
of the Common Stock on such Conversion Date.




(C) For all balances that were earned and vested prior to January 1, 2005, from and
after the Conversion Date until paid, the balance (expressed in dollars) of the Equity
Participation Account, and, if any, of the Retainer Deferral Account, of each Retired
Outside Director shall be credited monthly until paid with “Interest Equivalents”, which
shall be equal to one-twelfth (1/12th) of the product of (x) the dollar balance of such
Account, multiplied by (y) the sum (expressed as a decimal to six places) of the rate
equivalent to the prevailing annual yield of United States Treasury obligations having a
maturity of ten years (or, if not exactly ten years, as close to ten years as possible
without exceeding ten years) at the Conversion Date, plus one percent (1%).



6









 






(D) (1) For all balances that were earned and vested prior to January 1, 2005, the
Accounts of each Retired Outside Director will be paid in ten (10) annual installments
commencing on the fifth business day following the Conversion Date with respect to such
Accounts, and thereafter on each anniversary of such Conversion Date; each
installment to be in an amount equal to the total dollar balance of such Accounts on the
fifth
business day prior to the date such annual installment is due and payable divided by the
number of installments remaining (including the annual installment then being calculated
for payment) to be paid.




(D) (2) For all balances that are earned or vested after December 31, 2004, the payment
of such balance shall be made in a lump sum payment on the fifth business day following
the Conversion Date in respect of such Retired Outside Director.




(E) (1) For all balances that were earned and vested prior to January 1, 2005, the
Committee may, in its sole discretion, elect to pay the Equity Participation Account or
the Retainer Deferral Account, or both, of any Retired Outside Director in a lump sum or
in fewer than ten installments. In the event that the Committee shall elect to make a
lump sum payment of an Account of any Retired Outside Director (or to make payment
thereof in fewer than ten annual installments), the payment of such lump sum shall be
made (or such installments shall commence) on the fifth business day following the
Conversion Date in respect of such Retired Outside Director.




(F) In the even of the death of an Outside Director, the entire balance of his or her
Accounts shall be eligible for payment which shall be made in a lump sum on the
Conversion Date for his or her Accounts.




(G) In the event of the death of a Retired Outside Director, the entire balance of his
or her Accounts(s) shall be paid on the Conversion Date for his or her Accounts (if it
has not occurred) or on the next occurring anniversary thereof.




	12.	 Designation of Beneficiary. A Participant may designate a person or persons
(the “Beneficiary”) to receive, after the Participant’s death, any remaining benefits
payable under the Plan. Such designation shall be made by the Participant on a form
prescribed by the Committee. The Participant may at any time change or revise such
designation by filing a new form with the Committee. The person or persons named as
beneficiary in the designation of beneficiary form duly completed and filed with the
Company bearing the most recent date will be the Beneficiary. All payments due under the
Plan after the death of a Participant shall be made to his or her Beneficiary, except
that (i) if the Participant does not designate a Beneficiary or the Beneficiary
predeceases the Participant, any remaining benefits payable under the Plan after the
Participant’s death shall be paid to the Participant’s estate, and (ii) if the
Beneficiary survives the Participant but dies prior to receiving the benefits payable
under the Plan, the benefits under the Plan shall be paid to the Beneficiary’s estate.






	13.	 Amendment and Termination. The Board may at any time, or from time to time,
amend or terminate the Plan; provided, however, that no such amendment or termination
shall reduce Plan benefits which accrued prior to such amendment or termination without
the prior written consent of each person entitled to receive benefits under the Plan who
is adversely affected by such action; and, provided further, that the Plan shall not be
amended more




7









 






	 	 	frequently than once every six months, other than to comply with changes in the Internal
Revenue Code, the Employee Retirement Income Security Act, or the rules promulgated
thereunder.
	 
	 	 	Notwithstanding the foregoing, no termination or amendment of this Plan may accelerate payment
of Post-2004 Benefits to any Participant except under the following conditions subject to the
mandatory six-month delay for Specified Employees:






     (1) The Company may terminate and liquidate the Plan within 12 months of a
corporate dissolution taxed under section 331, or with the approval of a bankruptcy court
pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are
included in the Participants’ gross incomes in the latest of the following years (or, if
earlier the taxable year in which the amount is actually or constructively received): (a) the
calendar year in which the Plan termination and liquidation occurs; (b) the first calendar
year in which the amount is no longer subject to a substantial risk of forfeiture; or (c) the
first calendar year in which the payment is administratively practicable.




     (2) The Company may terminate and liquidate the Plan pursuant to irrevocable action taken
by the Board of Directors within the 30 days preceding or the 12 months following a change in
control event (as defined in Treasury Regulation §1.409A-3(i)(5)), provided that this
paragraph will only apply to a payment under a plan if all agreements, methods, programs, and
other arrangements sponsored by the Company immediately after the time of the change in
control event with respect to which deferrals of compensation are treated as having been
deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and
liquidated with respect to each Participant that experienced the change in control event, so
that under the terms of the termination and liquidation all such participants are required to
receive all amounts of compensation deferred under the terminated agreements, methods,
programs and other arrangements within 12 months of the date the Company irrevocably takes all
necessary action to terminate and liquidate the agreements, methods, programs, and other
arrangements.




     (3) The Company may terminate and liquidate the Plan, provided that (a) the termination
and liquidation does not occur proximate to a downturn in the financial health of the Company;
(b) the Company terminates and liquidates all agreements, methods, programs, and other
arrangements sponsored by the Company that would be aggregated with any terminated and
liquidated agreements, methods, programs, and other arrangements under Treasury Regulation
§1.409-1(c) if any Participant had deferrals of compensation under all of the agreements,
methods, programs, and other arrangements that are terminated and liquidated; (c) no payments
in liquidation of the Plan are made within 12 months of the date the Company takes all
necessary action to irrevocably terminate and liquidate the Plan other than payments that
would be payable under the terms of the Plan if the action to terminate and liquidate the Plan
had not occurred; (d) all payments are made within 24 months of the date the Company takes all
necessary action to irrevocably terminate and liquidate the Plan; and (e) the Company does not
adopt a new plan that would be aggregated with any terminated and liquidated plan under
Treasury Regulation §1.409A-1(c) if the same service provider participated in both plans, at
any time within three years following the date the service recipient takes all necessary
action to irrevocably terminate and liquidate the Plan.




	14.	 Plan Unfunded, Rights Unsecured. With respect to the Equity Participation
Account and the Retainer Deferral Account, the Plan is unfunded. Each Account under the
plan




8









 






	 	 	represents only a general contractual conditional obligation of the Company to pay in
cash the balance thereof in accordance with the provisions of the Plan. All Restricted
Stock Units made under the Plan will be made from and pursuant to the Company’s 2008
Performance Plan.






	15.	 	Assignability. All payments under the Plan shall be made only to the
Participant or his or
her duly designated Beneficiary (in the event of his or her death). Except pursuant to
Section 12 or the laws of descent and distribution and except as may be required by law,
the right to receive payments under the Plan may not be assigned or transferred by, and
are not subject to the claims of creditors of, any Participant or his or her Beneficiary
during his or her lifetime.






	16.	 	Change in the Common Stock. In the event of any stock dividend, stock split,
recapitalization, merger, split-up or other change affecting the Common Stock of the
Company, the Units in each Account shall be adjusted in the same manner and proportion as
the change to the Common Stock.






	17.	 	Quarterly Statements of Accounts — Valuation. Each calendar quarter the Company
will prepare and send to each Participant a statement reporting the status of his or her
Account or Accounts and Restricted Stock Units as of the close of business on the last
business day of the prior calendar quarter. To the extent an Account is denominated in
Units, the value of the Units and Restricted Stock Units will be reported at the Fair
Market Value of the Common Stock on the relevant valuation date.






	18.	 	No Other Rights. Neither the establishment of the Plan, nor any action taken
thereunder, shall in any way obligate the Company to nominate an Outside Director for
re-election or continue to retain an Outside Director on the Board or confer upon any
Outside Director any other rights in respect of the Company.






	19.	 	Successors of the Company. The Plan shall be binding upon any successor to the
Company, whether by merger, acquisition, consolidation or otherwise.






	20.	 	Law Governing. The Plan shall be governed by the laws of the State of Ohio.




Executed this 22nd day of December, 2008.




	 	 	 	 	 	 	 
	 	 	THE GOODYEAR TIRE & RUBBER COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Joseph B. Ruocco	 	 
	 

	 	 	 	 

Joseph B. Ruocco
	 	 
	 

	 	 	 	Senior Vice President, Human Resources	 	 
	 
	 	 	 	 	 	 
	 	 	ATTEST:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Bertram Bell	 	 
	 

	 	 	 	 

Bertram Bell
	 	 
	 

	 	 	 	Assistant Secretary	 	 







9